Agenda packet — Los Gatos City Council, June 18, 2024 (part 2 of 4)

ITEM NO. 8.
23 (Not required if Flock provides written verification it has no employees) - If Flock has no employees, Flock shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

Other Insurance Provisions. The insurance policies are to comply with the following provisions:
(i) Additional Insured Status
The Customer, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Flock including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Flock’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used). (ii) Primary Coverage
For any claims related to this Agreement, Flock’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the Customer, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, agents, or volunteers will be excess of Flock’s and all subcontractor’s insurance and will not contribute with it.
(iii) Notice of Cancellation
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the Customer.
(iv) Waiver of Subrogation
Flock hereby grants to the Customer a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of Flock may acquire against the Customer by virtue of the payment of any loss, including attorney’s fees under such insurance. Flock agrees to obtain any

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ITEM NO. 8.
24 endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer.
(v) Self-Insured Retentions (SIR)
Self-insured retentions must be declared to and approved by the Customer. Customer may require Flock to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Customer. (vi) Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Flock must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
(vii) Verification of Coverage
Flock will furnish the Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the Customer before work commences. However, failure to obtain the required documents prior to the work beginning will not waive Flock’s obligation to provide them. The Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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ITEM NO. 8.
25 (viii) Subcontractors
Flock shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Flock shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Flock shall ensure that Customer, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).
(ix) Special Risks/Circumstances
Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Flock.

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ITEM NO. 8.
20 EXHIBIT C
Customer Implementation Guide

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ITEM NO. 8.

Law Enforcement
Customer Implementation Guide

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ITEM NO. 8.

Customer Implementation Guide: LAW ENFORCEMENT 1
Implementation Timeline

Flock Safety Team

Implementation Service briefs: Existing Infrastructure
vs Standard vs AdvanceW
@ Existing Infrastructure Implementatio>
@ Standard Implementatio>
@ Advanced Implementation

Things to Consider When Selecting Locations

Customer Responsibilities: AC-Powered Cams

Electrician HandouP
@ Electrician Installation Step7
@ FAQs about AC-Powered Flock Cameras

Installation Service Brief Summary

Permitting: Pre-Install QuestionnairY
&% TimelinY
U% Right of WaJ
#% AC Power vs. SolaE
"% Traffic Control & Installation Method7
% Paperwork & Required Form7

% Contacts

*Fee Schedule

Help Center

Customer Support

................................................................. 2

............................................................................ 3

............. 6

......................... 12

........................ 14

........................................................................ 15

............................................. 18

.......................................... 19

................................................................................. 21

..................................................................................... 22

.......................................................................... 22 Table of Contents

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ITEM NO. 8.

Review Locations Confirm camera locations with your sales representative FLOCK: Your sales representative will present several viable options for camera locations

CUSTOMER: Review Deployment Plan & approve camera locations

Please Note: If Public Works is required to move forward, please obtain approval finalize Locations Prepare for finalized camera locations FLOCK: Confirm Deployment Plane and signed agreement. Flock will move forward with next steps for locations that don't need permits (minimum 10 locations needed to move forward with partial installation)

CUSTOMER: Prepare the below items, as neede
If permits are required, begin application proces
If camera will be AC-powered, hire an electrician/street department Step 1 Conduct On-site Survey & Place Flags
FLOCK: Flock technician conducts site survey to (1) evaluate/reconfirm solar or power access, (2) check line of sight to the road, and (3) evaluate/reconfirm cellular service in the area. When the technician deems the locations suitable, s/he will place a white flag at each spot

If the initially determined locations don't meet Flock standards, we will evaluate a new location, obtain customer approval, and redo a site survey. This may push timeline for installation
PLEASE NOTE:

Step 2 Call 811
FLOCK: Flock Safety will coordinate with Call 811 to mark each camera location for underground utilities within a 10 foot radius

Call 811 is a government service, so turnaround times may vary and is outside of Flock control
PLEASE NOTE:

Step 3 Schedule Installation
FLOCK: Flock will (1) ship any site specific material that the technician does not have locally (2) schedule the installation date
Step 4 Install & Validate Cameras
FLOCK: After installation, your Onboarding Specialist will confirm that cameras are capturing footage well and functioning properly. They will then give you full access to the system along with helpful training resources
Ongoing as Needed Finalize Any Installation Needs
FLOCK: While we typically complete installations within 4 weeks of finalizing locations, delays may occur due to external factors. In these instances, we will continue to work through this process until your cameras are fully installed and operational 2 This timeline provides general guidance and understanding of your installation process. While we typically complete installations 6-8 weeks after locations have been finalized, delays can occur as noted in the timeline below:

Implementation Timeline

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ITEM NO. 8.

Implementation Team How They Will Support You
Field Operations
Team
W The Field Operations team is responsible for the
physical installation and maintenance of
cameras and associated equipment provided by
Flock. This includes a large team of technicians,
schedulers, and many others involved in
ensuring the delivery of the product.7
W They take the technical plan you finalized with
Product Implementation and work closely with
other teams at Flock to make sure that the
cameras are installed quickly and safely and in
a way that maximizes the opportunity to solve
crime at a specific location@
W *Note*: For
, please always direct them to your
and not the
technician.
all Installation questions or
concerns
Customer Success Manager
Project Manager
Your is your
Your project manager will guide you through the
entire installation process, keeping you apprised
of all implementation updates as well as answering
any questions you have during this time. They will
ensure that all the cameras are on the ground and
operating for at least 48 hours before transitioning
you to your Customer Success Manager.

Project Manager primary contact
during camera installation.

3 Flock Safety Team

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ITEM NO. 8.

Relationship Team How They Will Support You
Flock Safety
Support
The Flock Safety Support team is committed to
answering all your day-to-day questions as quickly
as possible. , simply
email
Support can help you>
= Request camera maintenanc:
= Troubleshoot online platforA
= Contract / Billing questionI
= Update account informatioO
= Camera Sharing questionI
= Quick “How to” questions in your Flock Account
To get in touch with support
[email protected] or call
866-901-1781 Mon-Fri 8am-8pm EST.

Customer Success

Manager
Your Customer Success Manager is your strategic
partner for your lifetime as a Flock customer.

While the cameras are getting installed, your CSM
will help get your account set up and get all key
users trained on the system.

Post-Camera-Installation, your CSM will be your
go-to for most account-related needs: You should
reach out to them to>
= Set up Account Trainin
= Understand benefits of featureI
= Learning best practices for getting relevant
dat£
= Identifying opportunities to expand the security
network in your are£
= Provide feedback on your partnership with
Flock
4 Page 150
ITEM NO. 8.

Outside Party When they may be involved
If the Flock cameras need to be AC powered, you
(customer) are responsible for providing an
electrician to ensure power connectivity
Electrician/Street
Department
To weigh in on the use of public Rights of Way or
property Public Works (LE)
If installation in your area requires permitting
Department of
Transportation
(DOT), City, or
County agencies
5 PLEASE NOTE: On some occasions, third parties outside of Flock Safety may be (or need to be) involved in your implementation.

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ITEM NO. 8.

Included in scope:

Once designated locations are approved by the customer, as part of the Flock will perform the following
An in-person site survey to confirm the installation feasibility of a location (location assessment, solar assessment, visibility review, etc. Cameras need sufficient power. Since a solar panel is required per camera, it can prevent adequate solar power if two cameras and two solar panels are on a single pole (blocking visibility). Therefore

if relying on solar power, only one camera can be installed per pole Confirm that a location is safe for work by following State utility locating procedures.)
Each installation may include the following
Installation of camera and solar panel or AC adapter box on a suitable existing pole

Existing
Infrastructure Implementation Service
COST: $150 per camera (one time cost)
Existing Infrastructure Implementation
Existing
Infrastructure Install
Pole None Flock NCHRP 350 /
MASH
Timeline Short Medium Longest
Cost Lowest Mid Highest
Standard
Install
Advanced
Install
Implementation Service Briefs: Existing
Infrastructure vs Standard vs Advanced
6 Page 152
ITEM NO. 8.
7 Out of scope:

By default, Flock does include the following as part of the but can provide a quote for sourcing at
an additional cost

Mounting on mast arms (always require bucket truck and traffic control"

Call 811 ‘Call-before-you-Dig’ systeF

Installation of any poles including but not limited t%

Standard, 12’ above grade

NCHRP 350 or MASH approved pole (as may be required for locations in DOT right of way"

A Bucket Truck for accessing horizontal/cross-beams and/or height above 14

Special equipment rentals for site acces-

Site-specific engineered traffic plan-

Third-party provided traffic controA

State or city-specific specialty contractor licenses or unique attachment/ connection requirement-

Custom engineered drawings;

Electrical work requires a licensed electrician.
not Existing
Infrastructure Implementation Service
Flock breakaway polQ

Types of existing infrastructure such as existing utility, light, and traffic signal poles

Pole no higher than 8’-12’ (approval at Flock Safety’s discretion"

Flock will provide and mount an AC adapter unit that a qualified electrician can connect to AC power following our
. Flock is unable to make any AC connections or
boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material). Electrical work requiring a licensed electrician and associated costs, not included in the scope

Access requiring up to a 14’ using an A-frame ladde

Standard MUTCD traffic control procedures performed by a Flock technicia¢

Obtain a business license to operate in the city and state of camera location

electrical wiring
requirements

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ITEM NO. 8.
8 Included in scope:

Once designated locations are approved by the customer, as part of the Flock will perform the following
An in-person site survey to confirm the installation feasibility of a location (location assessment, solar assessment, visibility review, etc.)- Confirm that a location is safe for work by following state utility locating procedures. Work with local utilities to prevent service interruptions during the installatio

Engage 811 ‘Call-before-you-Dig’ system to receive legal dig dat" Apply approved markings Coordinate with 811 regarding any necessary high-risk dig clearances or required vendor meet
Each installation may include the following
Installation of camera and solar panel with
Standard Implementation Service
standard, 12’ above grade
Flock breakaway pole

COST: $650 per camera (one time cost)
Standard Implementation
Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material)x
Concrete cuttinz
Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc. Upgrades to power sources to ready them for Flock power (additional fuses, switches, breakers, etc.
Any fees or costs associated with filing for required city, county, or state permit
Licensing or attachment agreements with asset / infrastructure owners- Utility contracts and billing-
Customer requested relocations (see fee schedule)

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ITEM NO. 8.
9 Out of scope:

By default, Flock does include the following as part of the Standard Implementation Service but can provide a quote for sourcing at an additional cost! Use and/or mounting to existing infrastructure
NCHRP 350 or MASH approved pole (as may be required for locations in DOT right of way$
A Bucket Truck for accessing horizontal/cross-beams and/or height above 14 Special equipment rentals for site acces2
Site-specific engineered traffic plan2
Third-party provided traffic controA
State or city-specific specialty contractor license2
Custom engineered drawings;
Electrical work requires a licensed electrician.;
Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material)
Concrete cuttin
Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc.) not
Installation of camera and AC adapter that a qualified electrician can connect to AC power on a suitable existing pole, no higher than 8-12’ (approval at Flock Safety’s discretion$
Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power following our . Flock
is unable to make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material). Electrical work requiring a licensed electrician and associated costs, not included in the scope
Access requiring up to a 14’ A-frame laddex
Standard MUTCD traffic control procedures performed by a Flock technicia~ Obtain a business license to operate in the City and State of camera location electrical wiring requirements

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ITEM NO. 8.
10 Upgrades to power sources to ready them for Flock power (additional fuses, switches, breakers, etc.#

Any fees or costs associated with filing for required city, county, or state permit%

Licensing or attachment agreements with asset / infrastructure owners

Utility contracts and billing

Customer requested relocations (see fee schedule)
Included in scope:

Once Designated Locations are confirmed, as part of the , Flock will perform the followingF

An in-person site survey to confirm the installation feasibility of a location (location assessment, solar assessment, visibility review, etc.)

Confirm that a location is safe for work by following State utility locating procedures. Work with local utilities to prevent service interruptions during the installatioC

Engage 811 ‘Call-before-you-Dig’ system to receive legal dig dat\

Apply approved markings Coordinate with 811 regarding any necessary high-risk dig clearances or required vendor meet%

Each installation may include the followingF

Installation of camera and solar panel on a suitable
approved pole-

Installation of camera and AC adapter that a qualified electrician can connect to AC power-

Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power following our .

Flock cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material).

Advanced
Implementation Service
NCHRP 350 or MASH
electrical wiring requirements
COST: $1,900 per camera (one time cost)
Advanced Implementation

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ITEM NO. 8.
11 Out of scope:

By default, Flock does not include the following as part of the but can optionally provide a quote for sourcing
(additional cost)
Installation on or existing
infrastructure

A Bucket Truck for accessing horizontal/cross-beams and/or height above 14 Special equipment rentals for site acces-
Site-specific engineered traffic plan-
Third-party provided traffic contro;
State or City-specific specialty contractor license-
Custom engineered drawing-
Electrical work requires a licensed electrician. Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel (or other non-diggable material)

Concrete cuttin
Private utility search for privately owned items not included in standard 811 procedures (communication, networking, sprinklers, etc.

Upgrades to power sources to ready them for Flock power (additional fuses, switches, breakers, etc.

Fees or costs associated with filing for required City, County, or State permits Advanced
Implementation Service
Standard, 12’ above grade Flock breakaway pole
r
Access requiring up to a 14’ A-frame laddeu
Standard MUTCD traffic control procedures performed by a Flock techniciax
Obtain a business license to operate in the City and State of camera location Electrical work requiring a licensed electrician and associated costs, not included in the scope.

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ITEM NO. 8.
12 - Mountin(
- They can be mounted on existing utility, light, traffic signal poles, or 12 foot Flock poles.
- They should be mounted one per pole. If using AC power, they can be mounted 2 per pole.
- They can be powered with solar panels or direct wire-in AC Power (no outlets).
- They will require adequate cellular service using AT&T or T-Mobile to be able to process & send images.
/
**
**/
- Placemen<
- They capture vehicles driving away from an intersection. - They cannot point into the middle of an intersection. - They should be placed after the intersection to prevent stop and go motion activation or “stop and go” traffic.

Falcon Cameras
- Use Caset
- Flock LPRs are designed to capture images
of rear license plates aimed in the direction
of traffic.
- Flock LPRs are not designed to capture
pedestrians, sidewalks, dumpsters, gates,
other areas of non-vehicle traffic,
intersections.

Things to Consider When Selecting Locations
*
**
***
Permitting (or permission from pole owner) may be required to use existing infrastructure or install in specific areas, depending on local regulations & policies.

Cameras need sufficient power. Since a solar panel is required per camera, it can prevent adequate solar power if two cameras and two solar panels are on a single pole (blocking visibility). Therefore if relying on solar power, only one camera can be installed per pole.

Flock does not provide Electrical services. Once installed, the agency or community must work with an electrician to wire the cameras. Electrician services should be completed within two days of installation to prevent the camera from dying.

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ITEM NO. 8.
13 Pole

not
If a location requires a "DOT Pole” (i.e., Advanced
Pole, Flock standard pole), the implementation
cost will be $5,000/camera.

Solar Panels

Solar panels need unobstructed southern-facing
views.

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ITEM NO. 8.
14 Customer Responsibilities: AC-Powered Cams
If the Flock cameras need to be AC-powered, the for
acquiring an electrician and ensuring they connect the camera to power. .
customer is responsible
See steps
2 and 6 below

6. Connect Camera to Power

Notify the electrician that the camera is ready for the power connection installation

5. Install Camera

Flock will install the camera and AC power kit at the specified camera location

4. Conduct Site Survey

Flock will mark camera locations, locate underground utilities and mark if present

3. Sign Flock Safety Agreement

Sign the Flock Safety purchase order to begin the installation of cameras

2. Acquire an Electric Quote

Contact an electrician to receive a quote to run 120volt AC power to 120v the camera

1. Create a Deployment Plan

Work with us to select the best location(s) for Flock Safety cameras and power sources
How to Get Started with a Powered Install

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ITEM NO. 8.
15 Electrician Handout
Electrician Installation Steps*
A4 Run AC cable and conduit to the box
according to NEC Article 300 and any
applicable local codes. The gland
accepts ½” conduit4
&4 Open the box using hinges4
4 Connect AC Mains per wiring diagram
below:
c4 Connect AC Neutral wire to the Surge Protector white Neutral wire using the open position on the lever nut4
U4 Connect AC Line wire to the Surge Protector black Line wire using the open position on the lever nut4
]4 Connect AC Ground wire to the Surge Protector green ground wire using the open position on the lever nut.

4. Verify that both the RED LED is lit on the front of the box

5. Close box and zip tie the box shut with the provided zip tie

6. While still on-site, call Flock, who will remotely verify that power is working

correctly:

Southeast Region - (678) 562-8766

West-Region - (804) 607-9213

Central & NE Region - (470) 868-4027

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ITEM NO. 8.
16 FAQs about AC-Powered Flock Cameras

What voltage is supported?

The AC kit is designed to work with 120VAC Infrastructure by default. A 240VAC version is available on request.

How much power does this consume

Peak current draw is 1.5 A at 120VAC. The average power draw is roughly 30W in high traffic conditions but maybe lower when fewer vehicles are present.

Who is responsible for contracting the electrician?

The customer is responsible for contracting an electrician. We can help answer questions, but the customer is responsible for identifying and contracting an electrician.

Who is responsible for maintenance?

Flock will handle all maintenance related to Flock’s camera and power equipment.

However, any problems with the electrical supply are the customer’s responsibility.

The AC junction box has two lights to indicate the presence of power and make it easy for quick diagnosis if there is a problem related to the AC power source If the camera indicates to Flock that there is a power supply problem, Flock will notify the customer and request that the customer verifies the lights on the AC junction box. If the AC Source light is illuminated, Flock will send a technician to investigate. If the AC source light is not illuminated, the customer should check any GFCI’s or breakers in the supply circuit or call the electrician who installed the power supply.

How much does it cost?

Work required to bring AC power to each location will be different, so exact pricing is unavailable. Primary cost drivers include arrow boards and the distance from the camera location to the AC power source.

What information do I need to provide my electrician?

The Flock deployment plan and these work instructions should be sufficient to secure a quote. It will be helpful if you know the location of the existing power infrastructure before creating the deployment plan.
?

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ITEM NO. 8.
17 Can you plug it into my existing power outlet? The Flock AC power adapter does not use a standard outlet plug but must be directly wired into the power mains.

While using outlet plugs may be convenient, they can easily be unplugged, presenting a tampering risk to this critical safety infrastructure.

The electrician can route power directly to the camera with a direct wire-in connection if an outlet is close to the camera.

How long does this process typically take?

The installation process typically takes 6-8 weeks. To accelerate the process, be sure to have the electrician perform his work shortly after the Flock technician finishes installing the camera.

What kind of electrician should I look for?

Any licensed electrician should perform this work, though we have found that those who advertise working with landscape lighting are most suited for this work.

What happens if the electrician damages the equipment?

The customer is responsible for contracting the electrician. Any liability associated with this work would be assumed by the customer. If any future work is required at this site due to the electrical infrastructure or the work performed by the electrician would be the responsibility of the customer.

When should the electrician perform his work?

Once Flock installs the camera, you will receive an email alert letting you know that this has been completed. After this, you will need to schedule the electrician to route power to the pole.

What if my electrician has questions about Flock’s AC Kit?

You should share the packet with the electrician if they have questions.

What if the AC power is on a timer?

Sometimes the AC power will be on a timer (like used for exterior lighting). Flock requires that the AC power provided to the camera be constant. The source that the electrician uses must not be on a timing circuit.

AC-Power Kit Details

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ITEM NO. 8.
18 Installation Service Brief Summary
Below outlines the statement of work for the Flock Camera Installation:

What is covered by Flock
Flock Cameras &
Online Platform
Mounting Poles
AC Power Kit (as needed)
Solar Panels (as needed)
Site Surveys and Call 811
Scheduling
Installation Labor Costs
Customer Support / Training
Cellular Data Coverage
Maintenance Fees

(review for
more details)
Fees Sheet
Data storage for 30 days
Traffic Control and any
associated costs
*DOT Approved Pole cost Electrician

& ongoing electrical costs
Engineering Drawings
Relocation Fees
Contractor licensing fees
Permit application processing fees
Specialist mounting equipment
Bucket trucks
Loss, theft, damage to Flock
equipment
Camera downtime due to
power outage
***Field Technician Maintenance
for Falcon™ Flex
excluding changes during
initial installation
Including, but not limited
to, MASH poles or
adapters
**
Only applicable for

AC-powered cameras
What is NOT covered by Flock Special note
*
**
***
If a location requires a DOT pole (i.e., not our standard), the implementation cost will be $5,000/camera; This cost is applicable for installations in GA, IL, SC, TN, and CA.

MASH poles: Manual for Assessing Safety Hardware (MASH) presents uniform guidelines for crash testing permanent and temporary highway safety features and recommends evaluation criteria to assess test results

If a camera is lost, stolen, or damaged, a replacement device can be purchased at a discounted price of $800

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ITEM NO. 8.
19 Permitting: Pre-Install Questionnaire
Traffic Control & Installation Method

, this typically necessitates an entire lane to be
blocked in the direction of travel.

If a bucket truck is required
Can you provide a patrol car escort, or will
full traffic control be required?*

4. AC Power vs. Sola
If AC powered, is there a 120V power source available, and is there access to an electrician who can connect the existing wire to the Flock Safety powered
If solar-powered, consider the size of the solar panel and potential to impact the visibility of DOT signs/signals
Single Panel: 21.25" x 14" x 2" (Length x Width x Depth Double Panel: 21.25" x 28" x 2" (LxWxD)
installation kit

3. Right of WaÐ
Will any Flock Safety cameras be installed on the city, state, or power company-owned poles or in the city, county, or state Right of Way (RoW) What is the RoW buffer
Will additional permits or written permission be required from third-party entities (such as DOT, power companies, public works, etc.) Will any cameras be installed on city-owned traffic signal poles (vertical mass)?Ô
If yes, please provide heights/photos to determine if a bucket truck is needed for the installation.Ô
Note: A bucket truck is required if the height exceeds 15 feet tall.

2. Timelin
In Flock Safety s experience, in-depth permitting requirements can The SLA for permit document submission is within 15 days from contract signature date (contract Closed-Won)

add 2+
months to the installation timeline.:

1. PLEASE NOTE: If traffic control is required, you may incur additional costs due to city/state requirements; Fees will be determined by quotes received.

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ITEM NO. 8.
20 Paperwork & Required Form,
Flock Safety will need copies of paperwork to complete before proceeding (ex., business license applications, encroachment permit applications). We can save critical time by gathering these documents upfront. We appreciate your assistance in procuring these.

5. Contact,
If Flock Safety needs to interface directly with the departments, please share the contact information of the following departmentsC
Permittin7
Public WorkW
Traffic Department

6.
Will standard plans suffice, or are custom plans needed? Custom plans can double the cost, while standard plans can be pulled from the Manual of Uniform Traffic Control Devices n
Will a non-sealed copy of the traffic plan suffice? Or does the traffic plan need to be sealed and/or submitted by a professional engineery Are there state-specific special versions/variances that must be followedy , the shoulder or sidewalk should suffice and
enable Flock Safety to proceed without traffic control systems in place.u Note: In some states (i.e., arrow boards), sidewalks may require signage. If signage is mandatory, Will your Public Works department be able to assist?
If full traffic control is required (cones, arrow boards, etc.) (MUTCD)
If a bucket truck is not required

Page 166 ends

ITEM NO. 8.
21 After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the deployment plan (“Reinstalls”) driven by a Customer’s request will incur a fee per the table below.

What services incur fees
/ Requested relocations post-approval by customer:
/ Relocations due to poor performance will be the responsibility of Floc / If a customer requests a location against the advisement of Flock, performance issues and any requested relocations will be the responsibility of the customer
/ Per the contract and absent a defect, in the event that Flock Hardware is lost, stolen, or damaged, Customer may request that Flock replace the Flock Hardware at a fee according to the then-current Reinstall policy

/ Misc billables for out of scope items for each implementation

https://www.flocksafety.com/reinstall-fee-scheduleN
Incurred Fees
/ Camera relocatioi
/ Existing infrastructure (non-AC powered)........................................................ / Flock pole (non-AC powered).............................................................................. / Advanced pole (non-AC powered).................................................................. / Replacement
/ Camera only as a result of vandalism, theft, or damage ............................. / Pole replacement only as a result of vandalism, theft, or damagx / Flock pole .......................................................................................................... / Advanced pole ............................................................................................... / Full replacement as a result of vandalism, theft, or damage:
/ Flock pole, camera, and solar (non-AC Powered).................................. / Advanced pole, camera, and solar (non-AC Powered)..........................

$350

$750

$5000
$800
$500

$5000
$1300

$5800
*Fee Schedule

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ITEM NO. 8.
22 Trip charge ...................................................................................................................... Examples
Angle adjustment (elective
Install additional Flock signage

$35!
All fees are per reinstall or required visit (in the case that a reinstall is attempted but not completed) and include labor and materials. If you have any questions, please email [email protected].

Help Center
Our Help Center is filled with many resources to help you navigate through the online platform. Below you will find some common questions and their relevant help article:

(National Lookup - network of law enforcement agencies that have opted to allow their network of Flock cameras to be used for searches)

How do I search camera footage?

How do I add a user?

How do I add a vehicle to my own Hot List?

How do I enable browser notifications for Hot List alerts?

How do I get text alerts for Hot List?

How do I request camera access from other nearby agencies?

How do I use the National Lookup to search for a plate? How do I reset my / another user’s password?

Customer Support
You can reach our customer support team anytime by emailing . They can help answer any “How-To” questions you
may have.
[email protected]

Page 168 ends

ITEM NO. 8.

Sole Source Letter for Flock Safety® ALPR Cameras and Solution Flock Safety® is the sole manufacturer, developer, and distributor of the Flock Safety® ALPR Camera. Flock Safety® is also the sole provider of the comprehensive monitoring, processing, and machine vision services which integrate with the Flock Safety® ALPR Camera.

The Flock Safety® ALPR camera and devices are the only Law Enforcement Grade ALPR System to offer the following combination of proprietary features:

1. Vehicle Fingerprint Technology®:
○ Patented proprietary machine vision to analyze vehicle license plate, state recognition, and vehicle attributes such as color, type, make and objects (roof rack, bumper stickers, etc.) based on image analytics (not car registration data) ○ Machine vision to capture and identify characteristics of vehicles with a paper license plate and vehicles with the absence of a license plate ○ Ability to ‘Save Search’ based on description of vehicles using our patented Vehicle Fingerprint Technology without the need for a license plate, and set up alerts based on vehicle description
○ Only LPR provider with “Visual Search” which can transform digital images from any source into an investigative lead by finding matching vehicles based on the vehicle attributes in the uploaded photo
○ Flock Safety Falcon Flex™: an infrastructure-free, location-flexible license plate reader camera that is easy to self install. Flock Safety Falcon Flex™ ties seamlessly into the Flock Safety® ecosystem with a small and lightweight camera with the ability to read up to 30,000 license plates and vehicle attributes on a single battery charge

2. Integrated Cloud-Software & Hardware Platform:
○ Ability to capture two (2+) lanes of traffic simultaneously with a single camera from a vertical mass
○ Best in class ability to capture and process up to 30,000 vehicles per day with a single camera powered exclusively by solar power
○ Wireless deployment of solar powered license plate reading cameras with integrated cellular communication weighing less than 5lbs and able to be powered solely by a solar panel of 60W or less
○ Web based footage retrieval tool with filtering capabilities such as vehicle color, vehicle type, vehicle manufacturer, partial or full license plate, state of license plate, and object detection
1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318
ATTACHMENT 2

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ITEM NO. 8.
○ Utilizes motion capture to start and stop recording without the need for a reflective plate
○ Motion detection allows for unique cases such as bicycle capture, ATV, motorcycle, etc.
○ On device machine processing to limit LTE bandwidth consumption ○ Cloud storage of footage
○ Covert industrial design for minimizing visual pollution

3. Transparency & Ethical Product Design:
○ One-of-a-kind “Transparency Portal” public-facing dashboard that details the policies in place by the purchaser, as well as automatically updated metrics from the Flock Safety® system
○ Built-in integration with NCMEC to receive AMBER Alerts to find missing children ○ Privacy controls to enable certain vehicles to “opt-out” of being captured

4. Integrated Audio & Gunshot Detection:
○ Natively integrated audio detection capabilities utilizing machine learning to recognize audio signatures typical of crimes in progress (e.g., gunshots)

5. Live Video Integration:
○ Ability to apply computer vision to third-party cameras using Flock Safety Wing® LPR, transforming them to evidence capture devices using the same Vehicle Fingerprint technology offered on the Flock Safety Falcon® ALPR cameras ○ Flock Safety Wing® Livestream integrates live stream traffic cameras, publicly or privately owned livestream security cameras into one cloud-based situational awareness dashboard to increase response time in mission-critical incidents ○ Manage various government intelligence including ALPR, livestream cameras, CAD, automatic vehicle location (AVL) on Flock Safety Wing® Suite ○ Ability to access live and recorded video using Flock Safety Condor™, a subscription video solution which allows officers to remotely view instant replay of downloadable live on-scene video with PTZ controls and 25X optical zoom without the need for additional camera network set-up, installation, or up-keep.

6. Partnerships:
○ Flock Safety® is the only LPR provider to officially partner with AXON to be natively and directly integrated into Evidence.com
1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318

Page 170 ends

ITEM NO. 8.
○ Flock Safety® is the only LPR provider to be fully integrated into a dynamic network of AXON’’s Fleet 3 mobile ALPR cameras for patrol cars and Flock Safety Falcon® cameras
○ Access to additional cameras purchased by our HOA and private business partners, means an ever-increasing amount of cameras and data at no additional cost

7. Warranty & Service:
○ Lifetime maintenance and support included in subscription price ○ Flock Safety® is the only fully integrated ALPR one-stop solution from production of the camera to delivery and installation
○ Performance monitoring software to predict potential failures, obstructions, tilts, and other critical or minor issues
Thank you,
Garrett Langley CEO, Flock Safety®
1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318

Page 171 ends

ITEM NO. 8.

PREPARED BY: Jim Harbin
Superintendent
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/18/2024
ITEM NO: 9
DATE: June 13, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Second Amendment to the Agreement for Services with Pro-Sweep, Inc. for Power-Washing Services to Extend the Term Through December 31, 2024, and Increase the Compensation by $37,399 for a Total Amount not to Exceed $410,539 RECOMMENDATION:

Authorize the Town Manager to execute a Second Amendment to the Agreement for Services with Pro-Sweep, Inc. for power-washing services to extend the term through December 31, 2024, and increase the compensation by $37,399 for a total amount not to exceed $410,539.

BACKGROUND:

On June 18, 2019, the Town Council authorized the Town Manager to execute a five-year Agreement for Services with Pro-Sweep, Inc. for maintenance services, including downtown sidewalk power-washing and parking lot sweeping. On September 17, 2019, the Town Council authorized the Town Manager to execute a First Amendment to the Agreement for Services with Pro-Sweep, Inc. for additional street sweeping services through the Class IV bike lanes on Blossom Hill Rd. for an additional amount monthly, plus annual Consumer Price Index adjustments.

The Town of Los Gatos currently provides street sweeping services internally, which are complemented by contracted sweeping services of Town parking lots, bicycle lanes, and the underground parking garage.

Page 172 ends

ITEM NO. 9.

PAGE 2 OF 2
SUBJECT: Authorize the Town Manager to Execute a Second Amendment to the Agreement for Services with Pro-Sweep, Inc.

DATE: June 13, 2024
DISCUSSION:

In 2022, the West Valley Solid Waste Management Authority (WVSWMA) issued a Request for Proposals (RFP) for solid waste collection, which expanded its scope to include street sweeping services for the participating West Valley cities, including the Town of Los Gatos. The RFP process resulted in the selection of West Valley Collection & Recycling and their street sweeping subcontractor, Sweeping Corporate of America (SCA), to provide street sweeping services for the Town of Los Gatos effective July 1, 2024.

This amendment of a six-month extension allows the Town to continue power-washing services while staff explores options for continued power-washing services and supplemental/ emergency street sweeping options.

CONCLUSION:

Authorize the Town Manager to execute a second amendment to the agreement for services with Pro-Sweep, Inc. for power-washing services to extend the term through December 31, 2024, and increase the compensation by $37,399 for a total amount not to exceed $410,539.

FISCAL IMPACT:

The Adopted Fiscal Year (FY) 2024/25 Parks and Public Works Streets Program Operating Budget includes sufficient funds to cover the contract amendment in the amount of $37,399 for FY 2024/25.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachment:

1. Second Amendment to Agreement for Services with Exhibit A (First Amendment and Original Agreement) and Exhibit B (New Proposal).

Page 173 ends

ITEM NO. 9.

Page 1 of 2 ends

Second Amendment to Agreement for Services – Pro-Sweep, Inc.

SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This SECOND AMENDMENT TO AGREEMENT FOR SERVICES is dated for identification this 18th day of June 2024 and amends that certain FIRST AMENDMENT to AGREEMENT FOR SERVICES dated September 17, 2019, made by and between the Town of Los Gatos, ("Town,") and the ProSweep, Inc. (“Service Provider”) identified as an S Corporation and whose address is 2028 Woodward Road, San Jose, CA 95124.

RECITALS
A. Town and Service Provider entered into an Agreement for Services on June 18, 2019, (“Agreement”), a First Amendment to Agreement for Services on September 17, 2019, copies of which are attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement to extend the term and add to the compensation.

AMENDMENT

1. Section 2.2 Term and Time of Performance is amended to read as follows:

This contract will remain in effect from June 18, 2019, to December 31, 2024.

2. Section 2.6 Compensation is amended to read as follows:

Additional compensation for Service Provider’s professional services shall be increased as follows:
• FY24/25 $37,399 for a total agreement not to exceed $410,539 as described in Exhibit B.

3. All other terms and conditions of the Agreement remain in full force and effect.

ATTACHMENT 1

Page 174 ends

ITEM NO. 9.

Page 2 of 2 ends

Second Amendment to Agreement for Services – Pro-Sweep, Inc.

IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos: Approved as to Consent:
_______________________________ ______________________________ Laurel Prevetti, Town Manager Rich Saso, President
Department Approval:
_______________________________________
Nicolle Burnham
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk

Page 175 ends

ITEM NO. 9.

Phone: 408-558-1900
CL #1011994
Qty Rate
Line Item
Total
Billing
Frequency
Town of Los Gatos Proposal #: 22460
PO Box 655
Los Gatos, CA 95031
Requested By: Jim Harbin
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $26,460.00
$4410.00
Steam
Frequency: Jul-Dec Occurrence 2nd Mon
Monthly 6 $26,460.00
Location: Lot 4 Los Gatos, CA 95032
Scope: Steam Cleaning Services

Page 1 ends

EXHIBIT B

Page 176 ends

ITEM NO. 9.

Town of Los Gatos Proposal #: 22460
PO Box 655
Los Gatos, CA 95031
Requested By: Jim Harbin
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $26,460.00
Acceptance of Proposal - The prices and conditions are hereby accepted. You are authorized to complete the scope of work defined in this proposal. Payment will be due as invoiced.

Authorized
Date of Acceptance________________________ Signature________________________________ Notes:
• Please advise tenant of possible water seepage at entrances. • Inaccessible areas may prohibit ability to clean
• Water run-off (often containing contaminants) will be recaptured and processed by standards established by municipality governing property’s geographic location.
• Fire alarms must be set to TEST mode and exhaust fans activated by management, during duration of service in enclosed garages
• Working conditions deemed unsafe, due to fire alarm or carbon monoxide censor activation, will result in an immediate evacuation of premises, until “all clear” is provided by onsite security/building engineer.

Pro-Sweep, Inc. agrees to provide services in this scope, including all necessary supervision, skilled labor, and specialized equipment required to complete the agreed-upon work. Supplies, billing portals and compliance portals will be billed separately unless specifically stated otherwise.

Pro-Sweep uses cameras as a standard component of property service and inspection activities. A camera may be used to capture visual data for the purpose of documentation, assessment, and quality assurance.

Pro-Sweep reserves the right to charge a cancellation fee in the event that the service is canceled within 48 hours of the scheduled service date. The cancellation fee will be calculated based on the scope of the canceled service.

As a diligent service provider, we strive to maintain competitive pricing. However, it is important to note that pricing adjustments may occur due to market conditions. In such cases, any price increases will take effect at the beginning of the next calendar year. Upon request, Pro-Sweep offers the option for multiyear pricing contracts.

These contracts provide clients with the benefit of locked-in pricing and ensure predictable cost management over an extended period.

Total: $26,460.00

Page 2 ends

Page 177 ends

ITEM NO. 9.

Town of Los Gatos Proposal #: 22460
PO Box 655
Los Gatos, CA 95031
Requested By: Jim Harbin
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $26,460.00

Page 3 ends

Page 178 ends

ITEM NO. 9.

Phone: 408-558-1900
CL #1011994
Qty Rate
Line Item
Total
Billing
Frequency
Town of Los Gatos Proposal #: 22459
PO Box 655
Los Gatos, CA 95031
Requested By: Jim Harbin
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $2,268.00
$378.00
Steam
Frequency: Jul-Dec Occurrence 3rd Sun
Monthly 6 $2,268.00
Location: 100 Villa Ave Los Gatos, CA 95030
Scope: Steam Cleaning Services

Page 1 ends

Page 179 ends

ITEM NO. 9.

Town of Los Gatos Proposal #: 22459
PO Box 655
Los Gatos, CA 95031
Requested By: Jim Harbin
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $2,268.00
Acceptance of Proposal - The prices and conditions are hereby accepted. You are authorized to complete the scope of work defined in this proposal. Payment will be due as invoiced.

These contracts provide clients with the benefit of locked-in pricing and ensure predictable cost management over an extended period.

Total: $2,268.00

Page 2 ends

Page 180 ends

ITEM NO. 9.

Town of Los Gatos Proposal #: 22459
PO Box 655
Los Gatos, CA 95031
Requested By: Jim Harbin
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $2,268.00

Page 3 ends

Page 181 ends

ITEM NO. 9.

Phone: 408-558-1900
CL #1011994
Qty Rate
Line Item
Total
Billing
Frequency
Town of Los Gatos Proposal #: 22458
PO Box 655
Los Gatos, CA 95031
Requested By: Steve Souza
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $4,032.00
$2016.00
Steam
Frequency: Aug,Nov Occurrence 3rd Sat
Monthly 2 $4,032.00
Location: 2 N Santa Cruz Ave Los Gatos, CA 95030
Scope: Steam Cleaning Services

Page 1 ends

Page 182 ends

ITEM NO. 9.

Town of Los Gatos Proposal #: 22458
PO Box 655
Los Gatos, CA 95031
Requested By: Steve Souza
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $4,032.00
Acceptance of Proposal - The prices and conditions are hereby accepted. You are authorized to complete the scope of work defined in this proposal. Payment will be due as invoiced.

These contracts provide clients with the benefit of locked-in pricing and ensure predictable cost management over an extended period.

Total: $4,032.00

Page 2 ends

Page 183 ends

ITEM NO. 9.

Town of Los Gatos Proposal #: 22458
PO Box 655
Los Gatos, CA 95031
Requested By: Steve Souza
Date: 5/31/2024
Expiration Date: 8/4/2024
Total: $4,032.00

Page 3 ends

Page 184 ends

ITEM NO. 9.

AGR 10' , I 7 °I
IHH. ____ _

FIRST AMENDMENT TO AGREEMENT FOR SERVICES
This FIRST AMENDMENT TO AGREEMENT is dated for identification this 17th day of September 2019 and amends that certain agreement for Agreement for Services dated June 18, 2019, made by and between the Town of Los Gatos, ("Town,") and Pro-Sweep ("Service Provider").

RECITALS
A. Town and Service Provider entered into an Agreement for Services on June 18, 2019, ("Agreement"), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. Town desires to amend the Agreement for Services to provide an additional Scope of Services and increase the Compensation.

AMENDMENT

1. 2.1 Scope of Services: Is amended to include additional services as described in that certain Proposal sent to the Town on August 23, 2019, which is hereby incorporated by reference and attached as Exhibit B.

The effective date of this Amendment shall begin on October 1, 2019 and will continue through June 30, 2024, subject to appropriation of funds, notwithstanding any other provision in this agreement.

2. 2.6 Compensation: Is amended to read:

Compensation for services shall not exceed $73,692 for the first year, inclusive of all costs. Payment shall be based upon Town approval of each task. Compensation for years two through five of this agreement are at a base cost of $74,862 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco - Oakland -San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items {CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $74,862.

First Amendment to Agreement for Services - Pro-Sweep Page 1 of 2

EXHIBIT A

Page 185 ends

ITEM NO. 9.

Period Description Unit Price Total Natrt Price—
Annua
Monthly Pressure Wash 4,200 50,400
Downtown Sidewalks
Monthly Pressure Wash Civic j $ 360 4, 320
Center Library Area
Quarterly Pressure Wash 1, 920 7, 680
Downtownwn Parking
Monthly Additional Cost for
Parking Lot Sweeping
746 8,952
Service for 11
Municipal Lots and 8
11 Parks Parkin Lou
Monthly Sweeping Service for 292.50 1 2,340 FY19/ 20
Curb Line West to the C+ct-Jun)
Bridge Deck on
Blossom Hill Road 3, 510 FY20/ 21
through FY23/ 24. 1

3. All other terms and conditions ofthe Agreement remain in full force and effect.

IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.

Town of Los Gatos
By:

C
r
La6ref revetti, Town Manager
Department Approval:
tt Morley
Director of Parks and Public Works
Approved as to Form:

Robert Schultz wn Attorney
Service Provider by:

Name/ Title
Attest:

Shelley Neis, C, Town Clerk
First Amendment to Agreement for Services — Pro- Sweep Page 2 of 2

Page 186 ends

ITEM NO. 9.

PRO -SWEEP
To: Steve Regan
Downtown Los Gatos
Los Gatos, CA 95030
Service Proposal
Proposal 5675
Date: 8/23/ 2019
Job Location:
2 N Santa Cruz Ave, Los Gatos, CA 95030
Pro -Sweep, Inc., agrees to furnish all supervision, labor, materials, and equipment needed to complete the required services at the following location below.

Pro -Sweep reserves the right to charge a cancellation fee should the service be canceled less than 48 hours from the scheduled service date.

Description
1 S30 Sweeping for the curb line west to the bridge deck on Blossom Hill. Total Cost
Qty Rate Extension
1 $ 292. 50 $ 292. 50
The S30 sweeper' s three -stage SweepMax® Plus cyclonic filtration and dust control system enables:

Indoor and outdoor outstanding performance.

Sweep everything from cement dust to heavy debris.

Allow operators to control brush and vacuum speeds to remove heavier debris with II -speed sweeping technology.

One of the lowest noise levels in class for an engine -powered sweeper.

Pre -filter stage of dust control removing an additional 90 percent of dust particles from the air stream before reaching the filter.

To accept this proposal, please sign and return to your service coordinator Total Please email your insurance requirements to [email protected].

Should this service require a purchase order please submit along with signed proposal.

Contract with a 30 day cancellation clause in effect, upon approval of this proposal.

Terms: Net 30
292. 60
Authorized Signature Date
PRO -SWEEP, INC. * P. O. BOX 5182, San Jose, CA 95150' Phone: 408- 558- 1900 * Fax: 408- 558- 1909 EXH 1P5lT &

Page 187 ends

ITEM NO. 9.

AGR_ f 9 - (a
IHHI q. a `i

AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 18th of June 2019, and is made by and between TOWN OF LOS GATOS, a California municipal corporation, (" Town") and Pro -Sweep (" Service Provider"), whose address is P. O. Box 5182, San Jose, CA 95150. This Agreement is made with reference to the following facts.

I. RECITALS

1. 1 Town sought proposals for the services described in this Agreement, and Service Provider was found to be the lowest responsible supplier for this purchase.

1. 2 Service Provider represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1. 3 Town desires to engage Service Provider to provide Pressure Washing and Parking Lot Sweeping services.

1. 4 Service Provider warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Service Provider acknowledges Town has relied upon these warranties to retain Service Provider.

11. AGREEMENT

2. 1 Scope of Services. Service Provider shall provide services as described in that certain Proposal sent to the Town on May 14, 2019, which is hereby incorporated by reference and attached as Exhibit A.

2. 2 Term and Time of Performance. The effective date of this Agreement shall begin July 1, 2019 and will continue through June 30, 2024, subject to appropriation of funds, notwithstanding any other provision in this agreement.

2. 3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Service Provider represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Service Provider to practice its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

2. 4 Sole Responsibilitv. Service Provider shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

Agreement for Services — Pro -Sweep 2019- 2024 P a g e 11 of 7

Page 188 ends

ITEM NO. 9.

2. 5
Information/ Report Handlins. All documents furnished to Service Provider by the Town and all reports and supportive data prepared by the Service Provider under this Agreement are the Town' s property and shall be delivered to the Town upon the completion of services or at the Town' s written request. All reports, information, data, and exhibits prepared or assembled by Service Provider in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Service Provider shall not make any of the these documents or information available to any individual or organization not employed by the Service Provider or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Service Provider pursuant to this Agreement are for the purpose of evaluating a defined project, and Town' s use of the information contained in the reports prepared by the Service Provider in connection with other projects shall be solely at Town' s risk, unless Service Provider expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Service Provider which is and has been confirmed in writing by Service Provider to be a trade secret of Service Provider. 11 2. 6 Compensation. Compensation for services shall not exceed $ 71, 352 for the first year, inclusive of all costs. Payment shall be based upon Town approval of each task.

Compensation for years two through five of this agreement shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco Oakland — San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items ( CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $71, 352.

2. 7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

Payment shall be net thirty ( 30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P. O. Box 655
Los Gatos, CA 95031- 0655

2. 8 Failure to Perform. It is mutually agreed by SERVICE PROVIDER and TOWN that in the event that performance of the work by SERVICE PROVIDER under this Agreement is not completed as scheduled, TOWN will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of Agreement for Services — Pro -Sweep 2019- 2024 P a
g
e 12 of 7

Page 189 ends

ITEM NO. 9.
penalty, SERVICE PROVIDER shall pay to TOWN the sum of five hundred dollars ($ 500. 00) per location per scheduled service in liquidated damages for every missed service. In the event that the liquidated damages are not paid, SERVICE PROVIDER agrees that TOWN may deduct the amount of unpaid damages from any money due or that may become due to SERVICE PROVIDER under this Agreement.

2. 9 Schedule. Service Provider shall provide a schedule to the Town prior to beginning work.

The schedule shall identify dates of service for each location. Schedule changes shall be approved by the Town with 24-hour notice. Each missed location shall be considered a failure to perform, unless the contractor provides advance notice of schedule change.

2. 10 Availability of Records. Service Provider shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Service Provider shall make these records available to authorized personnel of the Town at the Service Provider offices during business hours upon written request of the Town.

2. 11 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Service Provider. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2. 12 Independent Contractor. It is understood that the Service Provider, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/ she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee( s). With prior written consent, the Service Provider may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Service Provider agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Service Provider shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Service Provider or is based on allegations of Service Provider' s negligent performance or wrongdoing.

2. 13 Conflict of Interest. Service Provider understands that its professional responsibilities are solely to the Town. The Service Provider has and shall not obtain any holding or interest within the Town of Los Gatos. Service Provider has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Service Provider warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town' s sole discretion, divest itself of such interest. Service Provider shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person Service Provider discovers Agreement for Services — Pro -Sweep 2019- 2024 P a g e 13 of 7

Page 190 ends

ITEM NO. 9.
it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement Service Provider shall promptly notify Town of this employment relationship, and shall, at the Town' s sole discretion, sever any such employment relationship.

2. 14 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Service Provider nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

III. INSURANCE AND INDEMNIFICATION

3. 1 Minimum Scope of Insurance:
i. Service Provider agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/ her and his/ her firm to an amount not less than: one million dollars ($ 1, 000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.
ii. Service Provider agreesto have and maintain forthe duration of the contract, an Automobile Liability insurance policy ensuring him/ her and his/ her staff to an amount not less than one million dollars ($1, 000,000) combined single limit per accident for bodily injury and property damage. iii. Service Provider shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Service Provider agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Service Provider; products and completed operations of Service Provider, premises owned or used by the Service Provider. ii. The Service Provider' s insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by the Town, its officers, officials, Agreement for Services — Pro -Sweep 2019- 2024 P a g e 14 of 7

Page 191 ends

ITEM NO. 9.
employees or volunteers shall be excess of the Service Provider' s insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Service Provider' s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer' s liability.

3. 2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty ( 30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

3. 3 Workers' Compensation. In addition to these policies, Service Provider shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement.

Further, Service Provider shall ensure that all subcontractors employed by Service Provider provide the required Workers' Compensation insurance for their respective employees.

3. 4
Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Service Provider, or any of the Service Provider' s officers, employees, or agents or any subcontractor.

IV. GENERALTERMS

4. 1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4. 2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

4.3 Termination of Agreement. The Town and the Service Provider shall have the right to terminate this agreement with or without cause by giving not less than fifteen days ( 15) Agreement for Services — Pro -Sweep 2019- 2024 P a g e 15 of 7

Page 192 ends

ITEM NO. 9.
written notice of termination. In the event oftermination, the Service Provider shall deliver to the Town all plans, files, documents, reports, performed to date by the Service Provider.

In the event of such termination, Town shall pay Service Provider an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

4. 4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Service Provider.

4. 5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney' s fees, including costs of appeal.

4. 6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Pro -Sweep
P. O. Box 5182
San Jose, CA 95150
or personally delivered to Service Provider to such address or such other address as Service Provider designates in writing to Town.

4. 7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

4. 8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Service Provider. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

Agreement for Services — Pro -Sweep 2019- 2024 P a
g
e 16 of 7

Page 193 ends

ITEM NO. 9.

IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement Town of Los Gatos by:

Laurel Pr vetti, Town Manager
Recommended by:

Approved as to Form:

Town Attorney
Service Provider by:

Dig ltallyccAilgnNby Rich Sam
DN: < weep. n= ' cwn, c=Uo, o, ou, email=ncFNpro- c= us

0. c :" 2 190J.10M:2837- WW'
President, Rich Saso
Title
Attest:

Shelley Neis, CM , Town Clerk
Agreement for Services — Pro -Sweep 2019- 2024 P a ge 17 of 7

Page 194 ends

ITEM NO. 9.

BID PRICE SHEET
For all services described below, unless excluded by the Town in description of services below, the Town shall consider unit prices below to include all labor, equipment, fees of any kind, overhead, insurance, fuel, materials, surcharges, disposal fees, and any other costs associated with and necessary for the Bidder to perform such service. No qualifications, exemptions, or alterations of services described below will be allowed. Failure to comply will result in disqualification of bid.

A. GENERAL SERVICES

COST PROPOSAL
70 hours / service
Sidewalks per attached Site
Location map.
6 hours / service
Library Area per attached Site
hours ! service
Parking Garage All water and
Materials Shall be Captured

14.5 hours / service
Sweeping Service for eleven
11) Municipal Lots and eight

Page 195 ends

ITEM NO. 9.

PRO -SWEEP Proposal
To: Steve Regan
Date: 5f72019
41 Miles Ave Job Location:

Los Gatos, CA 95030 131 E Main St, Los Gatos, CA 95030
Service Proposal
Pro -Sweep, Inc., agrees to furnish all supervision, labor, materials, and equipment needed to complete the required services at the following location below.

Pro -Sweep reserves the right to charge a cancellation fee should the service be canceled less than 48 hours from the scheduled service date.

Service To Include:

1. To remove all dirt, algae, gum and stains (to the best of our ability) from surface.

2. Steam clean designated areas per your request.

3. Protect all entrances to prevent water seepage.

4. Scrub and hydro - flush concrete areas.

S. Water recaptured and processed.

6. Squeegee any over -spray on windows.

7. Service to be performed: As specified below.

Equipment and Labor To Be Used:

1. 1 Telco 4500 PSI - Water temperature will be 160 degrees

2. 2 Water Vacuum

3. 2 Men

4. Pressed wood sheets ( to protect all landscaped areas) Description Oty Rate Extension
1 Monthly steam Cleaning of Downtown sidewalks per site location map provided. 12 $ 4, 200. 00 $ 50, 400. 00 Cost per Month
2 Monthly steam cleaning of Civic Center library area per site location map 12 $ 360. 00 $ 4, 320. 00 provided. Cost per Month
3 Quarterly steam cleaning of Downtown parking garage. All water and materials 4 $ 1, 920. 00 $ 7, 680. 00 to be recaptured throughout the process. Cost per Service NOTES:

Please advise lenanl of possible water seepage at entrances.

Inaccessible areas may prohibit ability to clean
Water mn- off (often containing contaminants) will be recaptured and processed by standards established by municipality governing property' s geographic location.

Fire alarms must be set to TEST mode and exhaust fans activated by management, during duration of service in enclosed garages Working conditions deemed unsafe, due to fire alarm or carbon monoxide censor activation, will result In an Immediate evacuation of premises, until " all clear' Is To accept this proposal, please sign and return to your service coordinator.

Please email your insurance requirements to shelby@pro- sweep. com.

Should this service require a purchase order please submit along with signed proposal.

Contract with a 30 day cancellation clause in effect, upon approval of this proposal.

Terms: Net 30
Authorized Signature
Total $ 62, 400. 00
Date
PRO -SWEEP, INC. * P. O. BOX 5182, San Jose, CA 95150 " Phone: 408- 558- 1900 ' Fax: 408- 558- 1909

Page 196 ends

ITEM NO. 9.

PRO -SWEEP Proposal 4651
Date: 5/ 142019
To: Steve Regan
41 Miles Ave Job Location:

Los Gatos, CA 95030 North Parking Lot, Los Gatos, CA 95032,Lot 1, Los Gatos, CA 95032,Lot 2, Los Gatos, CA 95032, Lot 3, Los Gatos, CA 95032, Lot 4, Los Gatos, CA 95032, Lot 5, Los Gatos, CA 95032, Lot 6, Los Gatos, CA 95032, Lot 7, Los Gatos, CA 95032, Lot 8, Los Gatos, CA 95032, Lot 9, Los Gatos, CA 95032, Lot 10, Los Gatos, CA 95032, Service Proposal
Pro -Sweep, Inc., agrees to furnish all supervision, labor, materials, and equipment needed to complete the required services at the following location below - Pro - Sweep reserves the right to charge a cancellation fee should the service be canceled less than 48 hours from the scheduled service date.

Service Proposal I Sweeping Services
Pro -Sweep, Inc., agrees to furnish all supervision, labor, materials, and equipment needed to complete the required services at the following location below:

Scope Of Work:

1. Sweeping Of All Paved Areas Utilizing Back Pack Blowers And/ or Power Nite- hawk Sweeping Unit, As Appropriate For Property.

2. Sweeping Includes Along Perimeter Of Buildings, Curbs, Fences, And Tire Stops In Accessible Serviced Areas.

3. Follow Up Inspection After Initial Service With Subsequent Unscheduled Inspections To Verify Quality Of Service.

4. Check All Storm Drains For Excessive Debris And Clean Surface If Necessary.

5. Notify Client Of Any Unusual Circumstances ( i.e., Excessive Water, Broken Sprinkler Head, Lighting Issues Or Large Abandoned Objects) In Serviced Areas. 6, To Include Liability Insurance And Worker' s Compensation. Waivers Of Subrogation And Primary Wording Are Available Upon Request

7. Sweeping Frequency: As Specified Below.

Description Qty Rate Extension
1 Power sweep all accessible paved areas utilizing a Nite- Hawk Sweeper. For 12 $ 240. 00 $ 2, 880. 00 maximum efficiencies and effectiveness, Pro -Sweep sweeping services are performed in the late p.m./ early a. m. post -business hours, unless contracted otherwise
2 Power sweep all accessible paved areas utilizing a Nite- Hawk Sweeper, For 12 $ 160. 00 $ 1, 920. 00 maximum efficiencies and effectiveness, Pro -Sweep sweeping services are performed in the late p. m./ early a. m. post -business hours, unless contracted otherwise
To accept this proposal, please sign and return to your service coordinator.

Please email your insurance requirements to shelby@pro- sweep. com.

Should this service require a purchase order please submit along with signed proposal.

Contract with a 30 day cancellation clause in effect, upon approval of this proposal.

Terms: Net 30
Authorized Signature
Total $ 8, 952. 00
Date
PRO -SWEEP, INC. ' P. O. BOX 5182, San Jose, CA 95150 * Phone: 408- 558- 1900 * Fax: 408- 558- 1909

Page 197 ends

ITEM NO. 9.

PRO -SWEEP Proposal 4651
D
To: Steve Regan
ate: 5/ 14/ 2019
41 Miles Ave Job Location:

Los Gatos, CA 95030 North Parking Lot, Los Gatos, CA 95032,Lot 1, Los Gatos, CA 95032,Lot 2, Los Gatos, CA 95032,Lot 3, Los Gatos, CA 95032,Lot 4, Los Gatos, CA 95032,Lot 5, Los Gatos, CA 95032, Lot 6, Los Gatos, CA 95032,Lot 7, Los Gatos, CA 95032,Lot 8, Los Gatos, CA 95032,Lot 9, Los Gatos, CA 95032,Lot 10, Los Gatos, CA 95032, 3 Power sweep all accessible paved areas utilizing a Nde- Hawk Sweeper. For 12 $ 296. 00 $ 3, 552. 00 maximum efficiencies and effectiveness, Pro -Sweep sweeping services are performed in the late p. m./ early a. m. post -business hours, unless contracted otherwise
4 Hauling and recycling of all leaf and natural debris 12 $ 50.00 $ 600. 00 CONTRACTS: While we hesitate to increase our picirg, costs that are driven by market conditions are inevitable. For your budgeting purposes, please note that it increases occur they will take place at the beginning of the calendar year after contract expiration.

THINKING GREEN: Our Nite- Hawk powerful sweepers BURN LESS FUEL to do the same work as other auxiliary engine sweepers. They also have been measured at 66 DECIBELS COMPARED TO 96+ DECIBELS of the auxiliary engine sweepers.

NOTE: All leaf debris is recycled at green recycling centers.

To accept this proposal, please sign and return to your service coordinator. Total $ 8, 952. 00 Please email your insurance requirements to shelby@pro- sweep. com.

Should this service require a purchase order please submit along with signed proposal.

Contract with a 30 day cancellation clause in effect, upon approval of this proposal.

Terms: Net 30
Authorized Signature Date
PRO -SWEEP, INC. * P. O. BOX 5182, San Jose, CA 95150 * Phone: 408- 558- 1900 * Fax: 408- 558- 1909

Page 198 ends

ITEM NO. 9.

DOWNTOWN SIDEWALKS LOCATION MAP
0

Page 199 ends

ITEM NO. 9.

LOS GATOS CIVIC CENTER LIBRARY

Page 200 ends

ITEM NO. 9.

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Page 201 ends

ITEM NO. 9.

PREPARED BY: Katy Nomura
Assistant Town Manager
Reviewed by: Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/18/2024
ITEM NO: 10
DATE: June 10, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Approve and Authorize the Town Manager to Execute a Side Letter of Agreement Between the Town of Los Gatos and the Police Officers Association (POA) to Modify the Vacation Accrual Cap through June 30, 2025 RECOMMENDATION:

Approve and authorize the Town Manager to execute a Side Letter of Agreement (Attachment 1) between the Town of Los Gatos and the Police Officers Association (POA) to modify the vacation accrual cap through June 30, 2025.

REMARKS:

On May 2, 2023, the Town Council approved a side letter with POA to temporarily increase POA members’ vacation accrual maximum cap by 100 hours (from 344 hours to 444 hours). This was done due to unusually low staffing levels in the Police Department that prevented many POA members from using their accrued vacation leave. This vacation accrual maximum cap increase is currently set to end on June 30, 2024.

The Town’s negotiating team met and conferred in good faith with POA representatives to negotiate a one-year extension of that side letter (Attachment 1). If approved, the temporary vacation accrual maximum cap increase would end June 30, 2025, and effective July 1, 2025, the vacation accrual maximum cap would return to 344 hours. At that time, if an employee’s vacation balance is above 344 hours, the hours will remain in the employee’s vacation leave bank for future use or cash out per the terms of the Memorandum of Understanding (MOU), and vacation accruals will not resume until an employee’s balance is below 344 hours.

Page 202 ends

ITEM NO. 10.

PAGE 2 OF 2
SUBJECT: Approve a Side Letter of Agreement Between the Town of Los Gatos and the Police Officer Association (POA) to Modify the Vacation Accrual Cap Through June 30, 2025
DATE: June 10, 2024
REMARKS (continued):

The parties agree that the preceding language temporarily modifies the maximum accrual of vacation hours as indicated in Section 23. Vacation Schedule of the 2024-2027 Memorandum of Understanding (Attachment 2). The parties acknowledge that this side letter is subject to Council approval.

FISCAL IMPACT:

The maximum fiscal impact of the side letter will be absorbed in the Police Department’s Fiscal Year 2024/25 operating budget. If any adjustments are needed, they will be requested at that time.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachments:

1. 2024 POA Vacation Side Letter of Agreement

2. 2024-2027 POA Memorandum of Understanding

Page 203 ends

ITEM NO. 10.

ATTACHMENT 1

SIDE LETTER OF AGREEMENT
BETWEEN THE TOWN OF LOS GATOS AND POLICE OFFICERS’ ASSOCIATION JUNE 18, 2024
Having met and conferred in good faith, the Town of Los Gatos and the Police Officers’ Association agree as follows:

Whereas current low staffing levels in the Police Department have prevented POA members from using their accrued vacation leave, the Town shall maintain its temporary increase to POA members’ vacation accrual maximum cap from 344 hours to 444 hours. The temporary increase shall end June 30, 2025. Effective July 1, 2025, the vacation accrual maximum cap shall return to 344 hours. At that time, if an employee’s vacation balance is above 344 hours, the hours will remain in the employee’s vacation leave bank for future use or cash out per the terms of the MOU, but vacation accruals will not resume until an employee’s balance is below 344 hours.

The parties agree that the preceding language temporarily modifies the maximum accrual of vacation hours as indicated in Section 23. Vacation Schedule of the 2024-2027 Memorandum of Understanding. The parties agree that this side letter is subject to Council approval.

FOR POA: TOWN OF LOS GATOS:

Greg Borromeo, President Laurel Prevetti, Town Manager
Bill Hoyt, Sergeant Katy Nomura, Assistant Town Manager Mike Birley, Detective Lisa Charbonneau, Liebert Cassidy Whitmore
Riley Frizzell, Detective
Peter Hoffman, Rains Lucia Stern
St. Phalle & Silver, PC
APPROVED AS TO FORM:

Gabrielle Whelan, Town Attorney

Page 204 ends

ITEM NO. 10.

TOWN OF LOS GATOS
AND
LOS GATOS POLICE OFFICERS’ ASSOCIATION

MEMORANDUM OF UNDERSTANDING
April 1, 2024 – June 30, 2027
DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E ATTACHMENT 2

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ITEM NO. 10.

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DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

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ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE TOWN OF LOS GATOS
AND

THE LOS GATOS POLICE OFFICERS ASSOCIATION
THIS AGREEMENT IS ENTERED INTO AS OF April 16, 2024, BETWEEN THE TOWN OF LOS GATOS, HEREINAFTER REFERRED TO AS THE "TOWN", AND THE LOS GATOS POLICE OFFICERS ASSOCIATION, HEREINAFTER REFERRED TO AS "POA".

Pursuant to Town Resolution 1974-41 of the Town of Los Gatos and Section 3500 et. seq. of the Government Code, the duly authorized representatives of the Town and POA, having met and conferred in good faith concerning the issues of wages, hours, and terms and conditions of employment, as herein set forth, declare their agreement to the provisions of this Memorandum of Understanding.

FOR THE TOWN: FOR POA:

Laurel Prevetti, Town Manager
______________________________________
Greg Borromeo, President
Katy Nomura, Assistant Town Manager
______________________________________
Lisa S. Charbonneau Liebert Cassidy Whitmore
Bill Hoyt, Sergeant
______________________________________
Mike Birley, Detective
______________________________________
Riley Frizzell, Detective
APPROVED AS TO FORM:
______________________________________
Gabrielle Whelan
Town Attorney
______________________________________
Peter Hoffmann, Rains Lucia Stern St. Phalle
Silver, PC
DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E 4/22/2024
4/23/2024
4/22/2024
4/23/2024
4/22/2024
4/23/2024
4/30/2024
5/1/2024
5/3/2024
Attest:

Wendy Wood
Town Clerk
5/3/2024

Page 207 ends

ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027 This page left intentionally blank.

DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

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ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027 12409313.1 LO007-016
Preamble ..................................................................................................... 1 Term ..................................................................................................... 1

1. Employer-Employee Relations............................................................... 1

2. Savings Clause........................................................................................ 1

3. Payroll Deduction .................................................................................. 1

4. Non-Discrimination................................................................................ 2

4.1 General Provisions Regarding Americans with Disabilities Act (ADA) and the Fair Employment and Housing Act (FEHA)........... 2

5. Salary ..................................................................................................... 2

5.1 Intent............................................................................................ 2

5.2 Effective Upon Approval.............................................................. 2

5.3 Effective 2025 .............................................................................. 2

5.4 Effective 2026............................................................................... 2

6. PERS Benefits......................................................................................... 2

6.1 PERS 3% at 50 Retirement Option Classic Members................... 3

6.2 PERS 2.7% at 57 Retirement Option New Members ................... 3

7. Education Incentive Pay ........................................................................ 3

7.1 Four-Year Degree Incentive ......................................................... 3

7.2 Two-Year Degree Incentive Pay ................................................... 3

7.3 Commencement of Educational Incentive Pay ........................... 3

7.4 Re-Opener.................................................................................... 4

7.5 CalPERS…………………………………………………………………………………….4

8. POST Certification Pay ……………………………………………………………………….4

9. Special Pays............................................................................................ 4

9.1 Special Assignment Pay................................................................ 4

9.2 Bilingual Pay................................................................................. 5

9.3 Canine Pay.................................................................................... 5

9.4 Field Training Officer Training Premium...................................... 6

9.5 Trailing Canine Pay ...................................................................... 6

9.6 Therapy Canine Pay……………………………………………………………….….6

9.7 Posting for Special Assignments…………………………………………….....7

10. Acting Sergeant Pay.......................................................................... …..7

11. Reimbursement of Expenses................................................................. 7

12. Tuition Reimbursement......................................................................... 7 DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

Page 209 ends

ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027 12409313.1 LO007-016

13. Health and Welfare Benefits and Rate of Town Contribution............... 7

13.1 Cafeteria Plan............................................................................... 7

13.2 Dental........................................................................................... 8

13.3 Medical ........................................................................................ 8

13.4 Vision............................................................................................ 8

13.5 Cash-In-Lieu Plan.......................................................................... 8

13.6 Supplemental Health and Welfare Benefits................................ 8

14. Retiree Health........................................................................................ 9

14.1 Retiree Health Benefit for Eligible Retirees Hired on or Before October 1, 2018…………………………………………………………….………….9

14.2 Retiree Health Benefit for Eligible Retirees Hired After October 1, 2018………………………………………………………………….…..10

15. Uniforms..............................................................................................11

16. Mileage Reimbursement .....................................................................11

17. Payroll Periods.....................................................................................11

18. Paychecks.............................................................................................11

19. Deferred Compensation ......................................................................11

20. Overtime..............................................................................................11

21. Duty Extension.....................................................................................12

22. Call Back...............................................................................................12

23. Vacation Schedule ...............................................................................13

24. Vacation and Compensatory Time Off Cash-Out………………….…………..13

25. Shift and Vacation Selection Procedures.............................................13

26. Holidays and Holiday Pay.....................................................................13

27. Personal Leave.....................................................................................14

28. Sick Leave.............................................................................................14

29. Sick Leave Cash-Out Program..............................................................14

29.1 Annual Sick Leave Cash-Out for Employees Hired Prior to October 1, 2018.........................................................................14

29.2 Sick Leave Cash-Out Upon Termination for Employees Hired Prior to October 1, 2018 ............................................................14

29.3 Unused Sick Leave Upon Retirement.........................................15

30. Military Leave ......................................................................................15

31. Bereavement/Compassion Leave........................................................15

32. Leave Without Pay...............................................................................15 DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

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ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027 12409313.1 LO007-016

33. Accrual of Benefits...............................................................................16

34. Workers’ Compensation......................................................................16

35. Jury Duty..............................................................................................16

36. Outside Employment...........................................................................16

37. Residency Requirement.......................................................................16

38. Layoff Policy.........................................................................................16

39. Paid Family Leave ................................................................................17

40. Promotions..........................................................................................17

41. Probationary Period.............................................................................17

42. Performance Evaluations.....................................................................17

43. Reinstatement .....................................................................................18

44. Re-Employment...................................................................................18

45. Grievance Procedures..........................................................................18

46. Attendance ..........................................................................................19

47. Completeness of MOU ........................................................................19

48. Association Notification or Communications......................................19

49. Labor-Management Committee……………………………………………………….19

50. Catastrophic Time Bank.......................................................................19

51. Me Too Clause .....................................................................................20 Salary Schedule Exhibit A
DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

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ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027

Page 1 ends

12409313.1 LO007-016
Town of Los Gatos and Los Gatos Police Officers Association Comprehensive Memorandum of Understanding
On Salaries, Fringe Benefits and Working Conditions
Preamble
The authorized representatives of the Town of Los Gatos, hereinafter referred to as the "Town" and the authorized representatives of the Town of Los Gatos Police Officers Association hereinafter referred to as "Association" do jointly accept and agree to all the terms and conditions of employment set forth in this comprehensive memorandum of understanding pursuant to Town Resolution 1974-41 of the Town of Los Gatos.

This understanding shall apply to represented employees assigned to those classifications listed on Exhibit A when classifications are created which fall under the representation of POA, this understanding shall also apply.

The terms and conditions of employment set forth in this understanding have been discussed in good faith by the authorized representatives of the Town and the authorized representatives of the Police Officers Association. They agree to recommend acceptance by the employees of all terms and conditions set forth herein. Following said acceptance by the Association, authorized representatives of the Town agree to recommend to the Town Council that all terms and conditions set forth herein be approved by resolution. Upon adoption of said resolution, all terms and conditions so incorporated shall become effective without further action by either party.

Term
The term of this Memorandum of Understanding shall be three years, commencing on April 1, 2024, and terminating on June 30, 2027.

Section 1. Employer-Employee Relations
The Association recognizes the existence of Town Resolution 1974-41, and its successor if any, during the term of this MOU. Recognition of any amendments to this resolution does not imply POA has agreed to the changes.

Section 2. Savings Clause
If any provision or the application of any provision of this agreement as implemented should be rendered or declared invalid by any court action or decree or by reasons of any preemptive legislation, the remaining sections of this agreement shall remain in full force and effect for the duration of this agreement.

Section 3. Payroll Deduction
Any employee may sign and deliver to the Association an authorization for payroll deduction of membership dues. The Town agrees to remit to the Association all monies deducted accompanied by a list of workers for whom such deductions have been made and indicating any changes in personnel from the list previously furnished.

The Association shall certify in writing to the Town any changes in the amount of membership dues. The Town shall not be obligated to put into effect any new, changed, or discontinued deduction until the pay period commencing thirty (30) days or longer after such submission.

The Association shall indemnify and hold harmless the Town against any and all suits, claims, demands, and liabilities that may arise out of, or by reason of, any action or omission of the Town in complying with this Section.

DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

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ITEM NO. 10.

Town of Los Gatos Los Gatos Police Officers’ Association April 1, 2024 – June 30, 2027

Page 2 ends

12409313.1 LO007-016
Section 4. Non-Discrimination
The Town and Association agree that all provisions of this agreement shall be applied equally to all employees covered herein without favor or discrimination because of race, religious creed, color, sex (including pregnancy, childbirth, and related medical conditions), age (over 40), gender, gender identity, gender expression, sexual orientation, national origin, ancestry, political or religious affiliation, Association membership or activity on behalf of the Association, marital status, military or veteran status, or physical disability, mental disability, medical condition, or genetic information or any other basis prohibited by applicable federal, State or Town law. Association and Town support equal employment opportunity in hiring and will support all State and Federal regulations regarding equal employment opportunity.

4.1 General Provision regarding the Americans with Disabilities Act (ADA) and the Fair Employment and Housing Act (FEHA)

4.1.1 Because the ADA and the FEHA require accommodations for individuals protected under the Acts, the Association recognizes the Town's obligation to comply with all provisions of the ADA and the FEHA on a case-by-case basis.

4.1.2 The Association recognizes that the Town has the legal obligation to meet with the individual employee to be accommodated before any adjustment is made in working conditions. The Association will be notified of these proposed accommodations.

4.1.3 Any accommodation provided to an individual protected by the ADA and the FEHA shall not establish a past practice.

Section 5. Salary

5.1 Intent
It is the intent of the Town to maintain salaries and benefits at a level that attracts and retains quality employees. The parties agree that surveys of the wages and benefits of police officers performing comparable work for comparable agencies provide information useful in ensuring that the Town continues to meet this goal.

5.2 Effective Upon Approval
Effective April 1, 2024, the salary rate for all classifications shall be increased by six- and one-half percent (6.5%).

5.3 Effective 2025
Effective the first full pay period in July 2025, the salary rate for all classifications shall be increased by five percent (5%).

5.4 Effective 2026
Effective the first full pay period in July 2026, the salary rate for all classifications shall be increased by four percent (4%).

Section 6. PERS Benefits
The Town contracts with the California Public Employees’ Retirement System (CalPERS or PERS) to provide Town employees with retirement benefits.

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6.1 PERS 3% at 50 Retirement Option Classic Members
For employees that are not “New Members” as defined under Government Code section 7522.04(f), commonly referred to as “Classic Members,”, the Town provides the 3% at 50 option for members of the bargaining unit.

The Town’s contract with CalPERS for the 3% at 50 option also includes the following optional benefits:
 Single Highest Year
 1959 Survivor Benefit Level 4
 Conversion of Unused Sick Leave to Service Credit
Classic Members contribute 12% towards PERS (3% more than required by statute) in accordance with Government Code section 20516(a).

6.2 PERS 2.7% at 57 Retirement Option for New Member Employees Hired on or After January 1, 2013
For employees hired on or after January 1, 2013, who meet the definition of New Member under Government Code 7522.04(f), the Town provides the 2.7% at 57 retirement benefit.

The Town’s contract with CalPERS for the 2.7% at 57 option also includes the following optional benefits:
 36-month final average compensation (Gov’t Code 20037)  1959 Survivor Benefit Level 4
 Conversion of Unused Sick Leave to Service Credit
New Members contribute toward CalPERS an amount that is equal to one half (1/2) the normal cost of their CalPERS pension as determined annually by CalPERS, or the current contribution rate of similarly situated employees, whichever is greater (Government Code 7522.30(c)).

Section 7. Education Incentive Pay

7.1 Four-Year Degree Incentive Pay
The Town shall pay two and one-half percent (2.5%) of base salary to any member who possesses a four-year degree that enhances their ability to do their job. Employees must submit proof of the four-year degree to Human Resources in order to be eligible for the payment.

7.2 Two-Year Degree Incentive Pay
For employees hired prior to June 30, 2008, the Town shall pay two and one-half percent (2.5%) of base salary to any member who possesses a two-year degree or meets the minimum requirements to obtain an Associates of Arts Degree that enhances their ability to do their job. Employees must submit proof of the two-year degree or completion of the minimum requirements to obtain an Associates of Arts Degree in a related field to Human Resources in order to be eligible for the payment. The incentive pay for a two-year degree does not stack with incentive pay for a four-year degree; the maximum education incentive pay any member may receive under this section 7 is two and one-half percent (2.5%) of base salary.

7.3 Commencement of Educational Incentive Pay
Educational Incentive Pay is effective the first full pay period after the employee provides Human Resources with sufficient proof that the employee has obtained the requisite degree or education for Educational Incentive Pay.

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7.4 Re-Opener
If the law changes on the education requirements for California police officers, the Town has the right to reopen this section 7.

7.5 CalPERS
The parties agree that to the extent permitted by law, this is special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR Section 571(a)(2) and 571.1(b)(2) as Education Incentive.

Section 8. POST Certificate Pay
Qualified employees shall receive one of the following payment amounts in accordance with Exhibit A:

8.1 Employees in their represented classifications who have been awarded an Intermediate POST Certificate: An additional 5% of base salary.

8.2 Employees in their represented classifications who have been awarded an Advanced POST Certificate: An additional

2.5% of base salary for a total of 7.5%.

8.3 The parties agree that to the extent permitted by law, this is special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR Section 571(a)(2) and 571.1(b)(2) as Education Incentive.

Section 9. Special Pays
Officers are limited to one special assignment pay or canine pay. Officers who qualify for bilingual pay may receive bilingual pay in addition to a special assignment pay or canine.

9.1 Special Assignment Pay
Town shall provide a 5% special assignment pay to Association represented personnel who are routinely and consistently assigned as follows:

9.1.1 Motorcycle Patrol Premium - For unit members who operate and/or patrol on motorcycle.

9.1.2 School Resource Officer Duty Pay - For unit members who are assigned to School Resource Officer duty.

9.1.3 Detective Division Premium - For unit members who are routinely assigned to a detective or investigative division.

9.1.4 Police Administrative Officer-for unit members who are assigned to police administration to provide support for the Police Chief and Command Staff in the operation of the Police Department.

Assignment for special pay purposes shall be done using Town Personnel Action Forms.

Association represented personnel removed from specialty positions on a temporary basis for departmental purposes and through no fault or request of their own shall continue to receive specialty pay for a maximum of 30 calendar days.

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The parties agree that to the extent permitted by law, special assignment pays are special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR 571(a)(4) and 571.1(b)(3) as Special Assignment Pay.

9.2 Bilingual Pay
The Town will pay an additional 2.5% above base pay for employees who are routinely and consistently assigned to communicate in languages other than English. Bilingual pay will be for Spanish, Russian, Arabic, Chinese, Vietnamese, and any other language designated by the Chief of Police. The Town will determine the qualifying criteria including the test and the application to the specific job assignment.

The parties agree that to the extent permitted by law, this is special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR Section 571(a)(4) and 571.1(b)(3) as Bilingual Premium.

9.3 Canine Pay
Officers who are routinely and consistently assigned to handle, train, and board a canine in accordance with this section are eligible for Canine Officer/Animal Premium. Officers assigned to the canine unit are required to care for, train, groom, feed, and bathe their assigned dog. The parties agree that two hours per week is a reasonable amount of time to care for the canine. The Town compensates Canine officers a total of five (5) hours per week for additional time spent caring for the canine. Two (2) hours of this additional time is outside of the regular shift. The remaining three (3) hours is provided as release time.

Call-back as defined in the MOU shall not apply for the purposes of caring for the dog. Compensation provided during the additional paid time and release time is mutually acknowledged to compensate for additional time required to care for, train, groom, feed, and bathe the assigned canine.

9.3.1 Canine Pay Premium - Compensation for the 2 hours outside of the regular shift is paid as a 5% premium on all hours worked.

The parties agree that to the extent permitted by law, this is special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR 571(a)(4) and 571.1(b)(3) as Canine Officer / Animal Premium.

9.3.2 Canine Release Time - Canine Officers on a 4-10 schedule shall be released in a paid capacity for 0.75 hours prior to the “normal” conclusion of each regularly scheduled shift (4 shifts per week equaling 3 hours per week) for the normal care of the canine, including but not limited to training, grooming, feeding, bathing, and routine veterinarian care.

Canine Officers on a 12-hour schedule shall be released in a paid capacity for 1.0 hours prior to the “normal” conclusion of each regularly scheduled shift (3 shifts per week equaling 3 hours per week) for the normal care of the canine, including but not limited to training, grooming, feeding, bathing, and routine veterinarian care.

In the event that a Canine Officer is not released in sufficient time prior to the conclusion of his or her shift, the officer will be paid for additional time after the end of shift to compensate them for 0.75 or 1.0 hours of Canine care time as appropriate. The Town recognizes that this may result in overtime.

9.3.3 Commute Time with Canine - Commute time with the canine shall not be considered working time. If there is an event requiring emergency veterinarian care, travel to the veterinarian will be compensable work time.

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9.4 Field Training Officer Training Premium
In addition to the above special pays, officers assigned by the Chief of Police as Field Training Officers shall also receive the 5% incentive whenever providing training to a Department member for which a training observation report is required or when completing special assignments directly related to the Field Training Officer Program with prior approval of the Chief of Police. Attendance at FTO meetings, training provided at briefings, or other training provided in conjunction with the Department’s annual Advanced Officer Training or other on-going general training to Department members does not qualify for the 5% incentive.

9.5 Trailing Canine Pay
Officers that personally own a certified and properly equipped Trailing Canine and have been identified as a Department Trailing Canine Handler will provide the Los Gatos-Monte Sereno Police Department with the use of the Trailing Canine when tracking, trailing and related canine services are required. Deployment of the Trailing Canine Team may be requested for location of missing persons, fugitive apprehension, and evidence recovery. With the approval of the Chief of Police, the Trailing Canine Team may also be deployed to other jurisdictions. Trailing Canine Handlers are responsible for the maintenance and care of the canine, in addition to recurring in-service training, at no cost to the Town.

9.5.1 Trailing Canine Premium - Officers will receive a five percent (5%) specialty pay premium only during approved deployment and use of services and will submit an approved time sheet noting the specialty pay during the pay period in which the services were rendered. The parties agree that to the extent permitted by law, this is special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR 571(a)(4) and 571.1(b)(3) as Canine Officer / Animal Premium.

The Town will reimburse Officers up to, but not to exceed, $150.00 per month premium for private pet insurance.

Officers will submit receipts for payment on a quarterly basis to Finance — Accounts Payable for reimbursement. The Town will also reimburse Officers for insurance deductible payments up to $250.00 per injury/illness incurred to canine while deployed for use on Town assignments.

9.5.2 Trailing Canine Training - Trailing Canine Handlers will maintain required recurring in-service training and associated records, within the scope of policies and procedures of the Los Gatos-Monte Sereno Police Department. Officers will be reimbursed for annual canine recertification course registration fees not to exceed $800.00 per year. Officers are responsible for cost of travel, lodging, and per-diem related to the annual recertification course.

Up to 40-hours of paid release time annually will be allowed to attend re-certification course. The approved recertification course constitutes scheduled Department training for which the release time will be honored.

9.6 Therapy Canine Pay
The parties agree that one half-hour per day, outside of their regularly scheduled workday, is a reasonable amount of time for officers assigned to handle a canine as part of the Department’s Therapy Canine Program to care for their canines off duty. Therefore, effective the first full pay period after July 1, 2024, an officer assigned to handle a canine under the Department’s Therapy Canine Program shall receive one half hour of pay per day, totaling seven hours per pay period, at an hourly rate of one- and one-half times the state minimum wage. As of January 1, 2024, the California state minimum wage is $16.00 per hour, which would equate to a therapy canine payment of one hundred and sixtyeight dollars ($168) per pay period.

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9.7 Posting for Special Assignments
Any opening for a special assignment shall be posted for a minimum of two weeks, unless extraordinary circumstances warrant otherwise.

Section 10. Acting Sergeant Pay
Police Officers working as acting supervisors shall be compensated at Step "4" of the Sergeant’s rate of pay. Town shall periodically review the actual time use of acting supervisor designations in order to determine the necessity of additional permanent supervisory personnel.

The parties agree that to the extent permitted by law, this is special compensation for “Classics” only and shall be reported as such to CalPERS, pursuant to Title 2 CCR Section 571(a)(3) as Temporary Upgrade Pay.

Section 11. Reimbursement of Expenses
The Town shall pay claims for reimbursement within 30 days following the complete and accurate submission of claims as approved by the Finance Director.

Section 12. Tuition Reimbursement
Town will reimburse 100% of the cost of books, university/school fees (except parking) and tuition. Tuition and school fees shall be reimbursed up to the full-time rates of San Jose State University at applicable Undergraduate or Graduate rates per school term. The maximum reimbursement per employee per fiscal year is equivalent to two (2) semesters.

The reimbursement shall be only for courses that are directly related to the employee’s position as determined by the Town Manager, including general education courses that are generally related to attainment of a job-related degree or certification. General education courses not generally related to the employee’s position will not be eligible for reimbursement. Reimbursement shall be taxed pursuant to the State and Federal Regulations.

Application for Tuition Reimbursement shall be made to the Town before the course begins. Prior to reimbursement of costs, all course work must be completed with a passing grade of “C” or equivalent when numerical score or pass/fail is given. Individuals requesting reimbursement must currently be employed by the Town to be eligible for reimbursement.

Any employee who terminates employment with the Town within one year from the completion of a class or classes, for which tuition reimbursement was paid, shall refund all tuition paid under this provision, unless required to attend by the appointing authority.

Section 13. Health and Welfare Benefits and Rate of Town Contribution The Town contracts with CalPERS for the purpose of providing employees and their eligible dependents with medical insurance benefits. The Town’s maximum monthly contribution for each eligible active employee shall be equal to the minimum employer contribution required under Public Employees’ Medical and Hospital Care Act (PEMHCA), currently $149 per month, as may be adjusted by CalPERS from year to year.

13.1 Cafeteria Plan
During the term of the MOU, the Town agrees to maintain a Cafeteria Plan, pursuant to Section 125 of the Internal Revenue Code, for the purpose of providing eligible active employees with access to various health and welfare benefits. Benefits available through the Cafeteria Plan include medical insurance, dental insurance, vision insurance and life insurance benefits.

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13.2 Dental
Employees choosing this option instead of Cash-in-Lieu will be provided 100% of the Delta Dental DPO Plan premium less a $15.00 employee contribution. If the premium cost of the dental plan exceeds the Town contribution, the employee shall pay through payroll deductions the difference between the monthly premium and the amount contributed by the Town. The Town will pay 100% of the premium for employees choosing to participate in the DeltaCare USA Plan.

13.3 Medical
The Town will provide active employees with a medical allowance equal to 100% of the cost of the Kaiser Bay Area Medical Insurance Program premium offered by the Public Employees’ Retirement System Health Benefit Medical Program at the Employee Only level of participation. For dependents, the Town will pay 90% of the difference between Kaiser Employee Only and Kaiser level of participation (Employee Plus One or Employee Family, depending on family status). If the employee chooses medical coverage under a program more expensive than Kaiser Bay Area, the employee will pay the difference between the Town-provided medical allowance and the cost of the more expensive program through payroll deduction.

The Town’s contribution towards medical insurance set forth in Section 13 (the PEMHCA minimum) will be deducted from the amount of contribution provided by this Section.

13.4 Vision
The Town shall pay for employee-only coverage under the Town’s Vision Service Plan (VSP). Employees may enroll eligible dependents at their own cost.

13.5 Cash-In-Lieu Plan
Employees have the option of choosing all available coverages or, upon providing proof of other medical coverage, may choose to opt out of the Town’s coverage and be provided with cash-in-lieu.

Employees who choose to receive the cash-in-lieu must first show proof of alternative minimum essential medical coverage for the employee and employee’s tax family (individuals for whom the employee expects to claim a personal exemption deduction). Individual coverage, and individual coverage from Covered California does not qualify as alternative minimum essential coverage under this section. Employees must provide reasonable evidence of alternative minimum essential coverage each plan year, during open enrollment. The Town will not make the cash payment if it knows or has reason to know that the employee or tax family does not have alternative minimum essential coverage. Any amount received in cash is taxable. Employees choosing to receive taxable cash will have the option of receiving it in two equal amounts in December and June, or the first two paychecks of each month (24 times a year).
 For employees hired before January 1, 2006, the Town contribution to the Cash-In-Lieu program will be equal to Nine Hundred and Twenty-two Dollars ($922) per month.  For employees hired after January 1, 2006, the Town contribution to the Cash-In-Lieu program will be Four Hundred Dollars ($400) per month.

The parties agree to meet and confer at the Town’s request on any changes that are within the mandatory scope of bargaining related to its Town sponsored Medical Insurance and Cash In-Lieu Plan that may be related to the compliance and implementation of the Affordable Care Act or the Fair Labor Standards Act as it relates to the regular rate of pay for overtime.

13.6 Supplemental Health and Welfare Benefits

13.6.1 Life - Coverage of $50,000 plus $50,000 accidental death: Town to pay for premium. Additional life insurance may be purchased by the employee equal to once or twice the employee's base salary, not to exceed $200,000.

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13.6.2 Disability - Short Term Disability Policy effective 8th calendar day; coverage of 60% of weekly earnings up to maximum of $1,300/week for 13 weeks. Long Term Disability benefits begin on the 91st day of disability; coverage of 60% of monthly earnings up to a maximum of $6,000/month.

13.6.3 Employee Assistance Program - Premiums shall be paid by the Town.

13.6.4 Unemployment Insurance - Premiums shall be paid by the Town to provide State coverage.

Section 14. Retiree Health
The Town provides retiree health benefits in accordance with the PEMHCA for employees who qualify as eligible PERS retirees who receive a PERS retirement allowance and are PEMHCA annuitants entitled to such benefits under the PEMHCA.

The Town’s maximum monthly contribution for each eligible annuitant shall be equal to the minimum employer contribution required under the PEMHCA, currently $149 per month, as may be adjusted by CalPERS from year to year.

The provisions of PEMHCA will govern medical insurance coverage for annuitants.

14.1 Retiree Health Benefit for Eligible Retirees Hired on or Before October 1, 2018 An employee hired on or prior to October 1, 2018, or provided with a final offer confirmation of employment prior to October 1, 2018, is eligible for Health Reimbursement Account (HRA) retiree health benefits in accordance with this Section.

14.1.1 The employee retired from the Town taking a service or disability retirement from CalPERS as a retiree receiving a PERS retirement allowance and is a PEMHCA annuitant; and,

14.1.2 The employee must actually draw a CalPERS pension within ninety (90) days of separation from the Town, provided the employee remains with the Town’s health plan through COBRA.

14.1.3 The amount of the supplemental retiree health benefit allowance will be equal to 100% of the cost of the premium for Kaiser Bay Area Retiree Only and 90% of the difference between the Kaiser Employee Only and Kaiser level of participation (Employee Plus One or Employee Family, depending on family status). The Town will pay $ $1,947.16 per month towards a Retiree Plus One or More plan, as of the 2022 plan year. This amount will increase by $100.00 each year until it is equal to the active employee contribution.

14.1.4 The Town’s contribution towards retiree health insurance set forth in Section 14 (the PEMHCA minimum) will be deducted from the amount of contribution provided by this Section (14.1).

14.1.5 Employees retiring on or after February 1, 2016 and upon becoming eligible for Medicare will cease to receive any retiree health benefit allowance under this Section (14.1) and will become eligible for Supplemental Medicare equal to the cost of Kaiser Senior Advantage Bay Area Medicare rates up to a maximum of 100% Retiree Only, 90% for Retiree Plus One or 90% for Retiree Plus One or More less the amount of the employee contribution provided under Section 14 (the PEMHCA minimum). This benefit is available to the eligible retired employee only after he or she has reached the DocuSign Envelope ID: 3FDF5F0A-D932-4686-AFD0-7E07D4D6FB8E

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age of 65 and is Medicare eligible or as otherwise specified by law.

14.1.6 The benefits described by this Section (14.1) will be provided to annuitants through CalPERS by means of a Health Reimbursement Account (HRA).

14.2 Retiree Health Benefit for Eligible Retirees Hired After October 1, 2018 The Association will establish participation in a retiree medical plan administered by the PORAC Retiree Medical Trust (PORAC RMT). This agreement to participate will apply to every employee, represented by the Association, hired by the Town after October 1, 2018. The cost of establishing and maintaining the Trust shall be at no cost to the Town, including administrative fees. The Town is not a party to the Trust, aside from transferring funds, and has no obligations to the management, regulatory compliance, or performance of the trust. In the event the Trust becomes insolvent or unable to pay, the Town has no financial obligation to the Trust or the contributing members of the Association.

The Town will transfer a monthly employee contribution of one hundred dollars ($100.00) for each Association member deducted in fifty dollars ($50.00) increments from the first two paychecks of each month (24 times per year).

These contributions shall be on a pre-tax basis if permitted by law. As each member will contribute the same predetermined dollar amount, no member election forms designating the amount will be needed, allowed, or requested; and there shall be no member election available to take the member contribution amount in cash, or to determine the member contribution amount. These contributions shall be included as salary for purpose of calculating retirement benefits as determined by the California Public Employees Retirement System (CaIPERS).

Effective the first full pay period in July 2024, in addition to the employee contributions set forth above, the Town shall contribute twenty-five dollars ($25) per month to the PORAC Retiree Medical Plan for all members hired after October 1, 2018. Effective the first full pay period in July 2025, the Town contribution shall increase to fifty dollars ($50) per month.

The Town will comply with reasonable procedures set by the Trust Office with regard to reporting and depositing the required contributions set forth above, typically involving providing the Trust Office with the name, social security number and amount paid for each Association member. In the event that the reporting requirement of the Trust requires reporting beyond that which the Town typically provides, the Town may require the Association to pay for any costs related to programing or producing such reports. Prior to engaging in any activity that could result in such an expense, the Town will secure the Association's authorization.

The Association agrees to defend, indemnify, and hold the Town harmless from any liabilities of any nature which may arise as a result of the operating of the PORAC RMT, except for the obligation of the Town to make and report the nonelective transfer of Association member contributions as described above.

The monies contributed to the Trust fund shall only be used for retiree health insurance premiums or health care expenses, as allowed by law. There shall be no Association member election/option available to take such amount in unrestricted cash.

The purpose of this Trust shall be to provide for retiree health care expense reimbursement benefits. The Trust shall be and remain separate and apart from any Town health insurance funding program, unless changed by mutual written agreement of the parties. The contributions set forth above, unless otherwise dictated by law or rules set forth by CalPERS, shall be included as salary for purpose of calculating pension benefits.

The Town hereby acknowledges receipt of the Trust Agreement governing the Trust. The Town will cooperate with the Trust in allowing a payroll audit only for the purpose of ascertaining if the proper number of contributions have been made.

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Section 15. Uniforms
The Town will provide a full set of uniforms and equipment (per Department Uniform Policy) to each new employee.

Employees are expected to maintain fitting uniforms, including a maintained, fitting Class A uniform. The Town will replace authorized uniform items damaged in the performance of duty as approved by the Chief of Police.

The Town will pay bargaining unit employees a uniform allowance of One Hundred Fifteen Dollars ($115) per month (paid the first two pay periods of each month) for the repair, maintenance, and replacement of uniforms.

The parties agree that to the extent permitted by law, this is special compensation for “Classic Members” only and shall be reported as such to CalPERS, pursuant to Title 2 CCR Section 571(a)(5) as Uniform Allowance.

Section 16. Mileage Reimbursement
If no Town vehicle is available, employees may use personal vehicles on official Town business with the prior written or electronic approval of their supervisor. In the event an employee is approved to use their personal vehicle on official Town business, the employee shall be reimbursed at the mileage rate established by the I.R.S. Private vehicles used for Town business shall comply with the California Vehicle Code.

Mileage reimbursement requests must be submitted within 30 days of the date accrued.

Section 17. Payroll Periods
The Town and Association agree to the continuation of a biweekly payroll period. The following conditions are in effect:

17.1 Employee pay shall not be withheld more than seven (7) calendar days from the end of the payroll period; however, a maximum of two days overtime may appear on the next payroll period if it is worked following the submittal of time sheets, or during a pay period with a Town holiday which requires early submittal of time sheets and early distribution (before Friday) of pay checks. This may also occur at the end of the fiscal or calendar year.

17.2 The Town shall provide an optional electronic check deposit system for use by employees.

Section 18. Paychecks
Payroll deductions and accruals shall appear on all paychecks.

Section 19. Deferred Compensation
The Town shall continue to offer a program of deferred compensation to its members in the represented classifications. The Town makes no representation on the merit of the plan nor any of the investment products or instruments which may be offered by the plan. The responsibility for evaluating the options within the plan is the responsibility of the individual participant. The Town shall not be obligated to offer more than one Deferred Compensation carrier.

Section 20. Overtime
Overtime is time worked beyond any scheduled work shift.

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All overtime worked shall be compensated at time and one-half. The employee may choose whether overtime shall be paid in cash or accumulated as Compensatory Time Off (CTO), subject to a maximum accumulated CTO of one hundred and forty (140) hours.

On or before the pay period which includes December 15 of each calendar year, an employee may make an irrevocable election to cash out up to 40 hours of CTO twice per year (paid at the regular rate of pay in whole hour increments) which will be earned in the following calendar year. In the first full pay period of June and December in the following year, the employee will receive cash for the amount of CTO the employee elected to cash out in the prior year.

However, if the employee’s CTO balance is less than the amount the employee elected to cash out (in the prior calendar year) the employee will receive cash for the amount of the CTO the employee has accrued at the time of the cash out.

Annual review of the impact of those changes will occur to determine if there is any adverse impact on scheduling.

For private duty contracts, officers may only receive pay.

Overtime is to be approved by a supervisor as soon as practical. Overtime payroll sheets are the responsibility of the employee to have approved and forwarded to the division commander by the appropriate payroll deadline.

Section 21. Duty Extension
Compensation is made for actual time worked and shall be computed in minimum quarter-hour blocks.

Personnel whose work hours would normally terminate within one hour or less from the time of the scheduled court, meeting, or training commencement will be compensated from the termination of their normal work hour through the termination of the scheduled event.

Duty extension is paid at time and one half.

Section 22. Call Back
Requests that personnel return to duty, attend mandatory meetings, court appearances and training classes are call backs and compensated at a 3-hour minimum or actual time, whichever is greater. Mandatory meetings where a minimum of two weeks’ notice has been given are not a call back and will be compensated at a one (1) hour minimum or actual time worked whichever is greater.

Call backs for officers assigned to Watch I (midnight shift) who have worked the night before shall receive a minimum of 4 hours.

Personnel are considered on duty for the duration of a call back.

Court appearances-hearings-depositions: Required off duty attendance at judicial or administrative hearings is compensated at a 3-hour minimum (4 hours for midnight if shift worked the night before appearance), or actual time, whichever is greater. Should there be more than one appearance, including separate court locations, within the 3- or 4-hour time period, only one minimum will be granted.

Call back is paid at time and one half.

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Section 23. Vacation Schedule
The following vacation schedule shall apply to all employees:

Months of Employment / Experience
Accrual
Days Per Year
Accrual
Hours Per Pay Period
Accrual
Hours Per Year
0 to 36 10 3.08 80
37 to 60 15 4.62 120
61 to 120 20 6.46 160
121 to 180 23 7.08 184
181 months 25 7.70 200
Effective April 1, 2024, the individual rate of accrual for all members and future members shall be increased to account for total years of experience working in a sworn peace officer position that requires possession of a basic POST certificate.

Maximum accrual of vacation hours shall be 344 hours.

On or before the pay period which includes December 15 of each calendar year, an employee may make an irrevocable election to cash out up to 80 hours of vacation twice per year (in whole hour increments) which will be earned in the following calendar year. In the first full pay period of June and December in the following year, the employee will receive cash for the amount of vacation the employee irrevocably elected to cash out in the prior year. However, if the employee’s vacation balance is less than the amount the employee elected to cash out (in the prior calendar year) the employee will receive cash for the amount of vacation the employee has accrued at the time of the cash out.

Section 24. Vacation and Compensatory Time Off Cash-Out Employees who terminate from Town service shall have all accrued vacation and compensatory time off cashed-out.

This will terminate their status as an employee of the Town.

Section 25. Shift and Vacation Selection Procedures
Patrol shift selection and vacation bidding shall commence approximately ten weeks prior to shift change unless circumstances require otherwise.

The Town agrees to continue efforts to transition to an online mechanism for shift and vacation selection.

Section 26. Holidays and Holiday Pay
The following holidays will be observed by non-uniform personnel:
 January 1.
 the third Monday in January.
 the third Monday in February.
 the last Monday in May.
 Juneteenth.
 July 4.
 the first Monday in September.
 Thanksgiving Day.
 the Friday following Thanksgiving Day.
 December 25.
 Four hours on December 24 and December 31
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 Every day declared a Holiday by the Mayor as a result of a national holiday declared by the President or State Governor.

Holidays which fall on Saturday shall be observed on the Friday prior and holidays which fall on Sunday shall be observed on the following Monday.

Uniform personnel assigned to shift work (Patrol and Traffic) receive compensation in-lieu of holiday time off in the amount of 4.4% of base salary per pay period.

The parties agree that to the extent permitted by law, this is special compensation and shall be reported as such to CalPERS, pursuant to Title 2 CCR Section 571(a)(5) and 571.1(b)(4) as Holiday Pay.

Section 27. Personal Leave
Employees shall have the option of either taking personal leave off equal to twenty-four (24) hours of base pay annually or receiving in-lieu compensation equal to same if the personal leave is not used by the end of November.

Employees may use personal leave hours during the month of December; however, employees desiring to receive compensation for those hours shall do so in conjunction with the annual cash out in November.

Section 28. Sick Leave
Accumulation rate shall be 8 hours per month (3.70 hours per pay period) with a maximum accrual of 1180 hours. The Town may require association represented employees to provide a doctor statement of proof of illness for any use of sick leave beyond one working day.

Section 29. Sick Leave Cash-Out Program

29.1 Annual Sick Leave Cash-Out for Employees Hired Prior to October 1, 2018 On or before the pay period which includes December 15 of each calendar year, employees eligible to cash out under this section may make an irrevocable election to cash out up to 40 hours of their accumulated sick leave at 50% of current salary two times per year (in whole hour increments) which will be earned in the following calendar year. In the first full pay period of June and December in the following year, the employee will receive cash for the amount of sick leave the employee irrevocably elected to cash out in the prior year. However, if the employee’s sick leave balance is less than the amount the employee elected to cash out (in the prior calendar year) the employee will receive cash for the amount of sick leave the employee has accrued at the time of the cash out.

29.2 Sick Leave Cash-Out Upon Termination for Employees Hired Prior to October 1, 2018
Employees who terminate employment with the Town for any reason other than retirement or disciplinary termination, may cash-out their accumulated sick leave as follows:

Months of Employment
1-59 months 25%
60-119 months 37.5%
120 months or more 50%
In order to be eligible for the sick leave cash-out program, an employee must have a sick leave accrual balance of at least 200 hours at the time of termination.

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29.3 Unused Sick Leave Upon Retirement
Upon retirement, eligible employees may choose from the following options:

29.3.1 Eligible employees may convert unused sick time to service credit in accordance with provisions established by CalPERS.

29.3.2 Sick Leave Cash Out for Employees Hired Prior to October 1, 2018 - All eligible employees who retire with a sick leave accrual balance of at least 200 hours may elect to be paid in cash in accordance with the same provisions as Section.

29.3.3 Sick Leave Cash-Out Upon Termination - Sick Leave Conversion for Employees Hired Prior to January 1, 2009 - All employees who retire with a sick leave accrual balance of at least 200 hours may convert 100% of this accumulated sick leave to a dollar equivalent at their hourly rate of pay at the time of retirement. This amount shall be held in an account. The employee’s portion of the medical insurance premium payment will be withheld from their monthly retirement payment by PERS.

The Town agrees to pay the retiree quarterly in advance on the first pay period of January, April, July, and October of each year after retirement. The first payment will be pro-rated to the nearest quarter.

Retiree’s (including dependents of the retiree) portion of medical payments will be paid from this account by the Town until all monies are depleted from the account.

This account will not accrue interest and will not be paid in cash to the retiree or any beneficiaries. The retirees shall be responsible for 100% of their share of future medical insurance premiums once the account is exhausted.

Section 30. Military Leave
Military leave and benefits shall be granted in accordance with State and Federal Law, including the continuation of employee salary and benefits if applicable.

Generally, employees with more than one year service will receive up to thirty (30) calendar days of paid military leave annually while engaged in military duty ordered for purposes of active military training.

Section 31. Bereavement/Compassion Leave
Up to 40 hours paid leave upon the death of a family member. For purposes of this section, family member is defined as spouse, domestic partner, parent, parent-in-law, grandparent, grandparent in law, child, grandchild, sibling, or sibling-in-law.

Days of bereavement leave need not be consecutive but shall be completed within three months of the date of death of the family member.

If requested by the Town, the employee shall provide documentation of the death of the family member within 30 days of the first day of the leave. Appropriate documentation for this purpose is defined in California Government Code section 12945.7(f).

It is recognized that bereavement leave is separate from employee’s accumulated sick leave, vacation, or CTO.

Section 32. Leave Without Pay
Leave without pay shall be subject to approval of the Chief of Police and the Town Manager.

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An employee who is on leave without pay shall not earn any employment benefits (including, but not limited to, such benefits as vacation leave, medical benefits, sick leave, retirement, credit for time employed or seniority entitlement of any kind) for the duration of such leave.

Vacation or sick leave or time worked shall not be used intermittently during an extended leave to interrupt a determination that an employee is on leave without pay.

The Town may, at its discretion, approve leave beyond the specific amount provided above.

Section 33. Accrual of Benefits
Benefits shall not accrue to employees on unauthorized leave, suspension without pay, or leave without pay.

Section 34. Workers’ Compensation
Employees shall be provided benefits in compliance with State law.

Section 35. Jury Duty
Employee salary and benefits shall be continued during jury duty; employee turns over to the Town any compensation from the courts or other source of jury duty on regular workdays.

Section 36. Outside Employment
Outside employment shall be subject to approval of the Chief of Police and the Town Manager, subject to the following limitations: no security work within Town limits; no use of Los Gatos uniform, badge, ID, or Los Gatos issued items; vacation or CTO to be used for court appearances resulting from private employment. Approval must be obtained prior to engaging in the outside employment and shall be renewed prior to July 1 of each year. In order to best maintain the safety and integrity of the LGMSPD workforce and its delivery of services to the Los Gatos and Monte Sereno communities, requests for full-time sworn staff to “double-badge” (e.g. temporarily serve as a member of another law enforcement agency) shall be automatically denied unless the requesting employee has at least five (5) years of experience as a sworn peace officer in a position that requires possession of a basic POST certificate and with at least four (4) years of service with the Town
Section 37. Residency Requirement
There is no residency requirement for represented employees.

Section 38. Layoff Policy
Association recognizes the right of the Town to determine the resources to be made available to the police department. Although a reduction in force (layoff) is not anticipated, it is recognized that it is the sole right of the Town to determine when such reductions in force are necessary.

Reductions in force shall be by classification with the determination of affected employees by the Town based on seniority counted as total time employed by the Town. Affected employees shall be provided a minimum thirty (30) calendar days’ notice of layoff.

Employees in the classification of Police Sergeant and designated for layoff shall have the right to return to positions previously held with the Town and represented by the Association.

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Section 39. Paid Family Leave
Upon request from the Association between July and December 2024, the Town and the Association shall meet to agree to identify and implement paid parental leave benefits through Lincoln-Financial via PRISM-EIA, New York Life, or any other provider that are equal to or greater than those provided under the California Paid Family Leave program.

Section 40. Promotions
The Town and Association agree that it is in the best interest of both the Town and its employees to foster promotion of incumbent employees.

The Town and Association recognize the Town's sole right to determine the examination process for the selection of Town employees. Qualified employees who are invited to participate in the examination process shall be allowed up to two (2) hours of time-off from regularly scheduled work in order to participate in the examination process if the examination process is scheduled during the employee's normal work period.

To the best of its ability, the Town shall maintain a current promotional list for the positions of Police Corporal and Police Sergeant.

Any opening for Police Corporal or Police Sergeant positions shall be posted for a minimum of three weeks, unless extraordinary circumstances warrant otherwise.

Section 41. Probationary Period
The Town and the Association agree that all original appointments to the rank of Police Officer will include a probationary period of 18 months from date of hire to allow the department to fully evaluate the officer following the academy and FTO training.

Individuals hired as a lateral transfer must have a valid P.O.S.T. Basic Certificate at the time of hire and will be subject to a 12-month probationary period.

Any individual on an 18-month probationary period will be eligible to receive a step increase after 12 months.

All promotional appointments to the positions of Corporal and Sergeant shall be subject to satisfactory completion by the employee of a 12-month probationary period.

The Chief of Police may extend the probationary period of an employee for a period not to exceed an additional six (6) months.

Section 42. Performance Evaluations
Performance evaluations shall take place at least every three (3) months for all probationary employees and shall take place at least annually thereafter on the anniversary of an employee’s employment with the Town. Employees eligible for step increases shall receive their performance evaluation no later than fifteen (15) days prior to their employment anniversary date.

All performance evaluations shall be discussed with the employee prior to the evaluation being completed. Employees may sign their individual performance evaluations as evidence of discussion having taken place; employee signature does not necessarily imply agreement with the evaluation. If an employee chooses not to sign an evaluation, the supervisor will note that the employee has read the evaluation and chooses not to sign. An employee may attach separate written comments to their evaluation.

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Section 43. Reinstatement
Subject to the approval of the Town Manager, a permanent employee who has resigned from employment with the Town may be reinstated within two (2) years of their resignation to their former position, if vacant. Upon reinstatement, the employee shall be considered as though they had received an original appointment, unless other conditions are made a part of the reinstatement by the Town Manager.

Section 44. Re-Employment
The names of employees affected by layoff shall be placed on appropriate re-employment lists in the order of total continuous cumulative time served in paid status. Such names shall remain thereon for a period of eighteen (18) months unless such persons are sooner re-employed. When a re-employment list is to be used to fill vacancies, the Personnel Officer shall certify from the top of such list the number of names equal to the number of vacancies to be filled, and the appointing power shall appoint such persons to fill the vacancies.

Section 45. Grievance Procedures
Grievances shall be defined as alleged violations of this agreement or disputes regarding interpretations, application, or enforcement of this agreement to Town ordinances, resolutions, and written policies related to personnel policies and working conditions. Grievances shall not include disagreements, disputes, or activities regarding or pertaining to examinations for employment or promotion, disciplinary action, performance evaluations, and probationary terminations.

No act or activity which may be grievable may be considered for resolution unless a grievance is filed in accordance with the procedure contained herein within sixty (60) calendar days of the date the grievable activity occurred or the date the employee could reasonably have known such activity occurred.

The parties agree that all grievances will be processed in accordance with the following procedure:

Any employee who has a grievance shall first try to get it settled through discussion with their immediate supervisor without undue delay. Every effort shall be made to find an acceptable solution at the lowest possible level of supervision. If after such discussion the employee does not believe the grievance has been satisfactorily resolved, they may file a formal appeal in writing to the command officer responsible for supervision of the employee’s immediate supervisor within ten (10) calendar days after receiving the informal decision of their immediate supervisor. The command officer shall respond within ten (10) calendar days of the filing of the appeal.

If the employee does not believe the grievance has been satisfactorily resolved by the command officer, the employee may then file a formal appeal in writing to the Chief of Police within ten (10) calendar days after receiving the informal decision of the command officer. The Chief of Police shall render his written decision within ten (10) calendar days after receiving the appeal.

If after receipt of the written decision of the Chief of Police, the employee is still dissatisfied, they may appeal the decision of the Chief to the Town Manager. Such appeal shall be made by filing a written appeal to the Town Manager within five (5) days after the receipt of the written decision of the Chief. The Town shall render a written decision within twenty (20) working days after the appeal is made.

If after receipt of the written decision of the Town Manager the employee is still dissatisfied, he/she/they may appeal the decision of the Town Manager to the Personnel Board. Such appeal shall be made by filing a written appeal to the Chair of the Personnel Board within five (5) days after receipt of the written decision of the Town Manager.

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The Personnel Board shall establish a hearing date within 30 days of receipt of the written appeal. The Personnel Board shall conduct a closed hearing giving opportunity for presentation by the employee or their representative and the Town Manager. The Personnel Board shall render a written decision within 30 days after the appeal is made. If after receipt of the written decision of the Personnel Board, the employee is still dissatisfied, they may appeal the decision of the Personnel Board to the Town Council. Such appeal shall be made by filing a written appeal with the Mayor. The Mayor shall schedule a closed hearing with the Town Council within 30 days after receipt of the appeal. At this hearing, the employee and the Town Manager may make presentations. The Town Council decision shall be final.

The Town Council shall render a decision within 30 days after the hearing. An open hearing may be conducted by the Personnel Board or Town Council with mutual consent of the Town and person(s) filing the grievance.

The time limitations for filing and responding to grievances may be waived or extended by mutual agreement of the parties. If either party to the grievance so requests, an informal hearing shall be conducted at the Chief of Police or Town Manager appeal levels. Employees may be represented by counsel or other person at any stage in the grievance process.

Section 46. Attendance
Employees shall be in attendance at their work in accordance with the rules regarding hours of work, holidays and leave.

An employee whose absence is not authorized will not receive pay or benefits for the absent period and shall be subject to discipline. Failure on the part of an employee absent without leave to return to duty shall be grounds for discharge. It shall be the responsibility of an employee absent without leave to notify the department head of the reason the employee is absent and of the employee’s availability for duty.

Section 47. Completeness of MOU
The Town and the Association acknowledge and agree to abide by the provisions of the Meyers-Milias-Brown Act.

Section 48. Association Notification or Communications
The Town and the Department will make every reasonable effort to keep the Association President informed on issues related to the working conditions of the Association members.

Section 49. Labor-Management Committee
As part of a continuing effort to promote healthy labor relations, the Department and the Association shall establish a Police Labor-Management Committee to meet on at least a quarterly basis to promote open communication and the sharing of information. It is the intent of the parties that the Chief or designee and the Association President or designee will attend these meetings.

Upon request from the Town, the Association agrees to meet to agree with the Town on Department shift schedules.

Section 50. Catastrophic Time Bank
If an employee is catastrophically ill or injured, or if the spouse or child of such employee becomes catastrophically ill or injured, the employee may request of the Town Manager that a catastrophic time bank be established. This request should be in writing. The catastrophic time bank will enable other employees to donate accrued CTO, holiday credits, or vacation credits to the requesting employee in accordance with departmental policies.

Specific procedures for the administration of the catastrophic time bank will be developed by the department.

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Section 51. Me Too Clause
The Town shall not enter into an agreement with another bargaining unit, local union, or management unit so that unit, local or bargaining unit can receive any compensation related to any salary or total compensation increase obtained by the POA.

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SALARY SCHEDULE EXHIBIT A (New schedules inserted)
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.

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ITEM NO. 10.

PREPARED BY: Sean Rose
Special Projects Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/18/2024
ITEM NO: 11
DATE: June 13, 2024
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803) a. Authorize the Town Manager to Execute a Second Amendment to the Agreement for Consultant Services with BKF Engineers Inc. for Additional Environmental Consulting Services in the amount of $39,000 for a Total Agreement Not to Exceed $3,087,735; and
b. Authorize an Expenditure Budget Adjustment in the Amount of $34,822 to Authorize the Allocation to the Previously Received Transportation Development Act Article 3 Grant Receipt.

RECOMMENDATION:

Highway 17 Bicycle and Pedestrian Overcrossing (Project No. 818-0803) a. Authorize the Town Manager to execute a Second Amendment to the Agreement for Consultant Services with BKF Engineers Inc. for additional environmental consulting services in the amount of $39,000 for a total agreement not to exceed $3,087,735; and b. Authorize an expenditure budget adjustment in the amount of $34,822 to authorize the allocation to the previously received Transportation Development Act Article 3 Grant receipt.

BACKGROUND:

The Highway 17 Bicycle and Pedestrian Overcrossing Project is a high priority project in the Town’s adopted Bicycle and Pedestrian Master Plan (BPMP). The project is intended to improve bicycle and pedestrian mobility, encourage active transportation, close a gap in the Town’s bicycle network, and enhance safety for all modes of travel on Blossom Hill Road between Roberts Road West and Roberts Road East. Blossom Hill Road is a high-volume transportation corridor and route to school for the Town.

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ITEM NO. 11.

PAGE 2 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 13, 2024
BACKGROUND (continued):

The project is being led by the Town with significant funding support from the 2016 Santa Clara Countywide Measure B Program and design oversight by Caltrans for the portion of the project within Caltrans’ Highway 17 right of way.

The current project design includes: 1) a new 20-foot wide bicycle/pedestrian bridge over Highway 17 south of the existing Blossom Hill Road overcrossing; 2) pathways on the east and west sides of the new bridge to provide a new, continuous bicycle and pedestrian pathway between Roberts Road West and Roberts Road East; 3) safety enhancements to the Blossom Hill Road/Roberts Road West and Blossom Hill Road/Roberts Road East intersections; and 4) modifications to the existing vehicle and bicycle lane configurations and pedestrian facilities on Blossom Hill Road. A Location Map of these project improvements is shown in Attachment 1.

The following is a brief chronology of past Town Council actions associated with the project:
 On June 18, 2019, Council authorized the issuance of a Request for Proposals (RFP) for the project’s feasibility study and authorized the consultant agreement in an amount not to exceed $234,456.
 On March 3, 2020, Council approved the project’s purpose and need, and authorized staff to proceed with design alternatives for a separate bicycle and pedestrian overcrossing.
 On September 1, 2020, at the recommendation of the Town’s Complete Streets and Transportation Commission (CSTC), Council adopted the 2020 BPMP update identifying the project as a high priority.
 On September 1, 2020, Council approved the feasibility study, directed staff to proceed with final design of a separate 16- to20-foot wide bridge south of Blossom Hill Road and analyze three bridge types (steel truss, steel arch, and concrete), authorized the submittal of an Active Transportation Program (ATP) grant application for construction, and committed up to $1 million in FY23-24 budget funding as a local match for the ATP grant.
 On December 1, 2020, Council authorized a Measure B grant funding agreement in the amount of $2,754,990 for project design, authorized $946,210 in General Fund budget as a required local match for the Measure B grant, authorized issuance of a RFP for project design and authorized the Town Manager to sign a consultant agreement in an amount not to exceed $3,000,000, and approved the project’s community engagement plan. On May 20, 2021, the Town entered into an agreement for consultant services with BKF for project design including preliminary engineering, environmental review,

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ITEM NO. 11.

PAGE 3 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 13, 2024
BACKGROUND (continued):
and final design in an amount not to exceed $3,000,000 consistent with the Council action that had been taken on December 1, 2020.
 On November 9, 2022, Council received an update on the project’s community outreach activities and the preferred bridge type, and approved the concrete box girder as the preferred bridge type for project design.
 On February 20, 2024, Council authorized a first amendment to the agreement with BKF for grant writing services, in the amount of $48,735, for a total agreement not to exceed amount of $3,048,735, and recognized the need for $1,500,000 in matching funds as local match for construction grants. The grant writing services were for the completion of the Safe Streets for All (SS4A) and Active Transportation Program (ATP) grant applications for construction funding. The SS4A application was submitted in May and the ATP application deadline is June 17, 2024.

DISCUSSION:

The project is currently in the conceptual design and environmental approval phase. During staff’s review of the concept design, staff directed BKF to modify the alignment of the 20-foot wide approach path east of the bridge from a curved alignment with the path closer to the roadway to a straight alignment with the path further from the roadway. The curved alignment necessitates the construction of an up to six-foot tall retaining wall a few feet from the eastbound vehicle lane. The preferred straight alignment eliminates the need for the tall retaining wall, locates the path further away from the vehicle lane, and provides an opportunity for landscaping and/or aesthetic treatments between the vehicle lane and the path.

Because the plans and environmental studies for the curved alignment had already been submitted to Caltrans, the plans and studies need to be revised and resubmitted. BKF agreed to complete the revisions to the plans within their existing contract scope of work; however, the environmental study revisions are out of scope and therefore, are additional services. Staff negotiated with BKF to minimize the scope and cost of the additional services. BKF’s negotiated proposal for the additional environmental consulting services in the amount of $39,000 is shown in Exhibit C of Attachment 2 of this report. Approval of the proposal would be in the form of a second amendment to BKF’s contract (Attachment 2).

CONCLUSION:

The Town Council’s authorization of the second amendment to BKF’s consultant agreement for the Highway 17 Bicycle/Pedestrian Overcrossing Project design would allow BKF to provide

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ITEM NO. 11.

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SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 13, 2024
CONCLUSION (continued):
additional environmental consulting services to obtain environmental approval for the project to include the easterly path alignment revision.

COORDINATION:

This report is coordinated with the Finance Department.

FISCAL IMPACT:

The current project budget, assuming approval of the BKF second amendment, is provided in the table below. The proposed BKF amendment would not increase the overall project budget; the funds would come from the previously approved design contingency budget, decreasing it from $251,265 to $212,265. The budget reflects the cost of the feasibility study and project design phases. As shown in the table, there is an estimated $601,745 surplus from those phases that can be allocated to the construction phase as local match.

Budget Costs
Transportation Development Act Article 3 (TDA) Grant $52,995 Budget Adjustment Recognizing Previously Received Transportation Development Act Article 3 (TDA) Grant Funds (Requested with this Staff Report) $34,456
2016 Measure B $2,754,900
Traffic Impact Mitigation Fund $147,005
GFAR $946,210
GFAR/Development In-Lieu Fee $522,314
Total Budget $4,457,880
BKF Engineers - Feasibility Study $234,456
BKF Engineers - Final Design Existing Contract $3,000,000 BKF Engineers - First Amendment $48,735
BKF Engineers - Second Amendment Requested with this Staff Report $39,000 Design Contingency $212,265
Independent Structural Review $50,000
Caltrans Cooperative Agreement $55,691
Part-Time Staff Cost $215,988
Total Expenditures $3,856,135
Remaining Budget for Construction Phase $601,745
Highway 17 Bicycle and Pedestrian Overcrossing Project
CIP No. 818-0803

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ITEM NO. 11.

PAGE 5 OF 5
SUBJECT: Highway 17 Bicycle/Pedestrian Overcrossing Project (CIP No. 818-0803) DATE: June 13, 2024
ENVIRONMENTAL ASSESSMENT:

This is a project as defined under CEQA but is statutorily exempt under Section 21080.25. A Notice of Exemption has been filed.

Attachments:

1. Location Map

2. Second Amendment to Agreement for Consultant Services with BKF Engineers Inc. for the Highway 17 Bicycle and Pedestrian Overcrossing Project #19-818-0803 with Exhibit A (Original Agreement), Exhibit B (First Amendment), and Exhibit C (Proposal for Additional Environmental Services)

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ITEM NO. 11.

HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING

LOCATION MAP

VASONA LAKE

COUNTY PARK BLOSSOM HILL ROAD ROBERTS RD
(WEST)

ROBERTS RD
(EAST)

WEST APPROACH PATH PROPOSED OVERCROSSING EAST APPROACH PATH

INTERSECTION

IMPROVEMENTS INTERSECTION

IMPROVEMENTS

LANE/STRIPING

RECONFIGURATION
ATTACHMENT 1

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ITEM NO. 11.

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BKF ENGINEERS – SECOND AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING
PROJECT #19-818-0803

SECOND AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This SECOND AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES is dated for identification this 4th day of June 2024 and amends that certain AGREEMENT FOR CONSULTANT SERVICES FOR THE HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING PROJECT #19-818- 0803, dated May 20, 2021, made by and between the Town of Los Gatos, ("Town,") and BKF Engineers Inc. (“CONSULTANT”) identified as a California corporation and whose address is 1730 N. First Street, Suite 600, San Jose, CA 95112.

RECITALS
A. Town and CONSULTANT entered into an agreement for Consultant Services on May 20, 2021 (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Second Amendment.

B. On February 20, 2024, Town and CONSULTANT amended the Agreement (First Amendment) to add to the scope of work to include grant writing services for ATP and SS4A grant applications for the Highway 17 Bicycle/Pedestrian Overcrossing Project, a copy of which is attached hereto and incorporated by reference as Exhibit B to this Amendment.

C. Town desires to amend the Agreement to add to the scope of work to include additional environmental services for the Highway 17 Bicycle/Pedestrian Overcrossing Project.

AMENDMENT

1. ARTICLE II STATEMENT OF WORK is amended to ADD the following text:

Consultant shall provide services as described in that certain Proposal dated May 9, 2024, which is hereby incorporated by reference and attached hereto as Exhibit C.

2. ARTICLE V ALLOWABLE COSTS AND PAYMENTS, PART E. is amended to read as follows:

The total amount payable by LOCAL AGENCY for PHASE I shall not exceed $3,000,000.

Compensation for Consultant’s professional services shall be increased by $48,735 for grant writing services specified in the First Amendment, for a total agreement not to exceed amount of $3,048,735.

Compensation for Consultant’s professional services shall be increased by $39,000 for additional environmental services specified in the Second Amendment, for a total agreement not to exceed amount of $3,087,735.

ATTACHMENT 2

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ITEM NO. 11.

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BKF ENGINEERS – SECOND AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING
PROJECT #19-818-0803

3. All other terms and conditions of the Agreement remain in full force and effect.

Exhibit A Agreement for Consulting Services for the Highway 17 Bicycle and Pedestrian Overcrossing Project #19-818-0803 dated May 20, 2021
Exhibit B First Amendment by BKF for Grant Writing Services for ATP and SS4A Grant Applications dated February 20, 2024
Exhibit C Proposal by BKF for Additional Environmental Services for dated May 9, 2024 IN WITNESS WHEREOF, the Town and CONSULTANT have executed this Amendment.

Town of Los Gatos, by: CONSULTANT, by:

Laurel Prevetti Jaggi Bhandal, Vice President, BKF
Town Manager
Department Approval:

Nicolle Burnham
Director of Parks and Public Works
Approved as to Form: Attest:

Gabrielle Whelan Wendy Wood, CMC
Town Attorney Town Clerk

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ITEM NO. 11.

Exhibit A
Original Agreement

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 1

AGREEMENT FOR CONSULTANT SERVICES
HIGHWAY 17 BICYCLE AND PEDESTRIAN OVERCROSSING PROJECT # 19-818-0803

ARTICLE I - INTRODUCTION
A. This AGREEMENT is made and entered into on _May 20, 2021 by and between the TOWN OF LOS GATOS, a California municipal corporation, hereinafter referred to as, LOCAL AGENCY and BKF Engineers, hereinafter referred to as, CONSULTANT, whose address is 1730 N. First Street, Suite 600, San Jose, CA 95112. The CONSULTANT is incorporated in the State of California.

The Project Manager for the “CONSULTANT” will be Natalina V. Bernardi, PE, LEED AP, Principal and Vice President.

The Contract Administrator for LOCAL AGENCY will be WooJae Kim,Town Engineer.

This Agreement is made with reference to the following facts.

The LOCAL AGENCY desiresto engage CONSULTANT to provide professional engineering services for the Highway 17 Bicycle and Pedestrian Overcrossing Project.

The CONSULTANT represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

The CONSULTANT represents and warrants to LOCAL AGENCY that it possesses the distinct professional skills, qualifications, experience, and resources necessary and has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONSULTANT to practice its profession and to timely perform the services described in this Agreement.

CONSULTANT acknowledges LOCAL AGENCY has relied upon these warrantiesto retain the CONSULTANT.

CONSULTANT shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws.

CONSULTANT shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

B. The work to be performed under this AGREEMENT is described in Article II entitled Statement of Work and the approved CONSULTANT’s Cost Proposal dated 05-06-21. The approved CONSULTANT’s Scope of Service (Exhibit A) and Cost Proposal (Exhibit B) is attached hereto and incorporated by reference. If there is any conflict between the approved Scope of Services or Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees, to the fullest extent permitted by law, to save, keep, indemnify and hold harmless and defend the LOCAL AGENCY, its officers, agents, employees and volunteers from all damages, claims, demands, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act, errors, or omissions of the CONSULTANT, or any of the CONSULTANT’S officers, employees, or agents or any

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 2
sub-consultant. CONSULTANT will reimburse LOCAL AGENCY for any expenditure, including reasonable attorney fees, incurred by LOCAL AGENCY in defending against claims ultimately determined to be due to negligent acts, errors, or omissions of CONSULTANT.

D. CONSULTANT and the agents and employees of CONSULTANT, in the performance of this contract, shall act in an independent capacity and not as officers or employees or agents of LOCAL AGENCY.

As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to LOCAL AGENCY employee(s). With prior written consent, the CONSULTANT may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement.

Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. CONSULTANT shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by CONSULTANT or is based on allegations of CONSULTANT’S negligent performance or wrongdoing.

E. LOCAL AGENCY is not required to make any deductions or withholding from the compensation payable to CONSULTANT under the provisions of this AGREEMENT, and is not required to issue W-2 forms for income and employment tax purposes for any of CONSULTANT’S assigned personnel.

CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against LOCAL AGENCY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

G. Except as expressly authorized herein, CONSULTAN’S obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this contract shall be valid, unless made in writing and signed by the parties hereto; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II STATEMENT OF WORK
CONSULTANT agrees to perform the services as outlined in “Exhibit A –Scope of Services” within the time frames specified therein, and “Exhibit B – Consultant’s Cost Proposal” which are hereby

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 3
incorporated by reference and attached. In the performance of the Scope of Services for this contract, the responsible CONSULTANT professional engineer shallsign all plans, specifications and estimates and engineering data furnished under the AGREEMENT, including registration number.

ARTICLE III CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’S Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

C. This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the CONSULTANTS fee.

ARTICLE IV PERFORMANCE PERIOD May 20, 2021
A. This contract shall go into effect on contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The contract shall end at the earlier of final Project construction or on 12/31/26 unless extended by contract amendment.

B. CONSULTANT is advised that any recommendation for contract award is not binding on LOCAL AGENCY until the contract is fully executed and approved by LOCAL AGENCY.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
TASK 1 -
A. The method of payment for PHASE I of this AGREEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment necessary to provide the services described in Article II Statement of Work.

No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the Project. In the instance of a change in the scope of work or scope of the Project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

C. CONSULTANT shall not commence performance of work or services until this contract has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AGREEMENT.

D. CONSULTANT will be reimbursed within 30 days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than 30 calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each phase and on each task as applicable. Invoices shall follow the format

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 4
stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and Project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase of this contract. The final invoice must be submitted within 60-calendar days after completion of CONSULTANT’s work, unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

Town of Los Gatos Parks and Public Works Department
ATTN: WooJae Kim, Town Engineer
Highway 17 Bicycle and Pedestrian Overcrossing Project
41 Miles Avenue
Los Gatos, CA 95030
E. The total amount payable by LOCAL AGENCY for PHASE I shall not exceed _$3,000,000_(Three million dollars).

PHASE II – PHASE II work shall not be awarded at this time. Future Phase II services, if requested, shall be incorporated to this agreement by contract amendment for approval by LOCAL AGENCY and the CONSULTANT. The following articles shall apply to a future Phase II contract amendment.

A. The method of payment for Phase II shall be at the rate specified for each item, as described in this Article. The specified rate shall include full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore.

B. The specified rate to be paid for vehicle expense for CONSULTANT’s field personnel, if any, shall be per approved Cost Proposal. The rates for fully equipped vehicle(s) shall be as specified in Article II Statement of Work, if applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal, if applicable.

C. The method of payment for Phase II of this AGREEMENT, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment-rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work.

CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead and other estimated costs set forth in the approved Cost Proposal, unless additional reimbursement is provided for, by contract amendment.

In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY approved overhead rate set forth in the approved Cost Proposal. In the event, LOCAL AGENCY determines that changed work from that specified in the approved Cost Proposal and AGREEMENT is required; the actual costs reimbursable by LOCAL AGENCY may be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “J,” shall not be exceeded unless authorized by AGREEMENT amendment.

D. In addition to the allowable costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(0) The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

E. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 5
F. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

G. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT failsto submit the required deliverable items according to the schedule set forth in the Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

H. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

I. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each Project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and Project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase of this contract. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

Town of Los Gatos Parks and Public Works Department
ATTN: Woo Jae Kim/Town Engineer
Highway 17 Bicycle and Pedestrian Overcrossing Project
41 Miles Avenue
Los Gatos, CA 95030
J. The total amount payable by LOCAL AGENCY for Phase II shall be as specified by a future contract amendment.

K. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by LOCAL AGENCY’s Contract Administrator.

L. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY provided that LOCAL AGENCY gives not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawing and data estimates performed to that date, whether complete or not.

B. LOCAL AGENCY may temporarily suspend the AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination. If the duration of the temporary suspension exceeds 180 calendar days, this AGREEMENT may be terminated by

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 6
CONSULTANT provided that CONSULTANT gives not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by LOCAL AGENCY by virtue of any breach of this AGREEMENT by CONSULTANT, and LOCAL AGENCY may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due LOCAL AGENCY from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT.

Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

E. LOCAL AGENCY may terminate this contract with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, LOCAL AGENCY may proceed with the work in any manner deemed proper by LOCAL AGENCY. If LOCAL AGENCY terminates this contract with CONSULTANT, LOCAL AGENCY shall pay CONSULTANT the sum due to CONSULTANT under this contract prior to termination, unless the cost of completion to LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due CONSULTANT under this contract and the balance, if any, shall be paid to CONSULTANT upon demand.

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 or 48 CFR Part 31, are subject to repayment by CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CRF Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORDS/AUDIT
For the purpose of determining compliance with Government Code 8546.7; the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT, including but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’S Independent CPA, shall make such materials available at their respective offices at all reasonable times during the AGREEMENT period and for five (5) years from the date of final payment under the AGREEMENT. LOCAL AGENCY, Caltrans Auditor, FHWA, VTA, or any duly authorized representative of the Federal Government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of CONSULTANT, Subconsultants, and the CONSULTANT’S Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 7

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTS, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY contract administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the contract and disallowance of prior reimbursed costs.

E. CONSULTANT Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Caltrans’ Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During a Caltrans’ review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR, part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by IOAI.

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 8
Accepted rates will be as follows:
a. If the proposed rate is lessthan one hundred and fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred and fifty percent (150%) and two hundred percent (200%) - the provisional rate will be eighty five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the provisional rate will be seventy five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA-audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA-audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. The CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY’S obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the CONSULTANT’S approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its subconsultants within fifteen (15) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY..

E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator in advance of assigning work to a subconsultant(s).

F. Prompt Progress Payment

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
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CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY designates the method below to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

Method 3: The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE
A. Prior authorization in writing, by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000) prior authorization by LOCAL AGENCY’s Contract Administrator; three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

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ITEM NO. 11.

1. “CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the Project.

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction Project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY Projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this Project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct.

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b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works Project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request.
b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT orsubconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775.

Pursuant to Labor Code §1775, the CONSULTANT and any subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or

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portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or subconsultant.

4. If a worker employed by a subconsultant on a public works Project is not paid the general prevailing per diem wages by the subconsultant, the prime CONSULTANT of the Project is not liable for the penalties described above unless the prime CONSULTANT had knowledge of that failure of the subconsultant to pay the specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the subconsultant for the performance of work on public works Projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the subconsultant to the employees by periodic review of the certified payroll records of the Sub-consultant.
c. Upon becoming aware of the Sub-consultant’s failure to pay the specified prevailing rate of wages to the subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the subconsultant for work performed on the public works Project. d. Prior to making final payment to the subconsultant for work performed on the public works Project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the subconsultant that the subconsultant had paid the specified general prevailing rate of per diem wages to the subconsultant’s employees on the public works Project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works Project within fifteen (15) calendar days of receipt of a complaint that a subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due

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ITEM NO. 11.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction Project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction Project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT.

CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have norshall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction Project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION

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CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the AGREEMENT without liability; to pay only for the value of the work actually performed; or to deduct from the AGREEMENT price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY STATE OR FEDERAL FUNDS FOR LOBBYING A. CONSULTANT certifies to the best of his or her knowledge and belief that:

1. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower-tier subagreements, which exceed one hundred thousand dollars ($100,000) and that all such sub recipients shall certify and disclose accordingly.

ARTICLE XVI NON DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status.

CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

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C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

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4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government Excluded Parties List System maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, The LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate good faith efforts to meet this goal. It is CONSULTANT’s responsibility to verify that the DBE firm is certified as DBE at date of proposal opening and document the record by printing out the California Unified Certification Program (CUCP) data for each DBE firm. A list of DBEs certified by the CUCP can be found here.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials orsupplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. • 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. • Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49CFR26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 12%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10-O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information – Good

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Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, orsex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Substitution of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or substitute a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02 Consultant Contract DBE Commitment form, included in the Bid.

The LOCAL AGENCY authorizes a request to use other forces orsources of materials if CONSULTANT shows any of the following justifications:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the Project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the Project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent.

8. Listed DBE voluntarily withdraws with written notice from the Contract

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT shall notify the original DBE of the intent to use other forces or material sources and provide the reasons and provide the DBE with 5 days to respond to the notice and advise CONSULTANT and the LOCAL AGENCY of the reasons why the use of other forces or sources of materials should not occur.

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ITEM NO. 11.

1. One or more of the reasons listed in the preceding paragraph.

2. Notices from CONSULTANT to the DBE regarding the request.

3. Notices from the DBEs to CONSULTANT regarding the request.

If a listed DBE is terminated or substituted, CONSULTANT must make good faith efforts to find another DBE to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet or exceed the DBE goal.

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1st-tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete a Disadvantaged Business Enterprises (DBE) Certification Status Change, Exhibit 17-O, form and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. A DBE is only eligible to be counted toward the AGREEMENT goal if it performs a commercially useful function (CUF) on the AGREEMENT. CUF must be evaluated on an agreement by agreement basis. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 19
quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the AGREEMENT is commensurate with the work it is actually performing, and other relevant factors.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or Project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant shall complete and email the Exhibit 9- F: Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to the Agency.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

ARTICLE XIX INSURANCE
A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance in compliance with the following:

Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General Comprehensive Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 20
ii. Consultant agrees to have and maintain, for the duration of the contract, bodily injury liability insurance herein provided for, which shall be in effect at all times during the term of this AGREEMENT.
iii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars($1,000,000) combined single limit per accident for bodily injury and property damage.
iv. Consultant shall provide to the LOCAL AGENCY all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the LOCAL AGENCY before work commences. The Certificate of Insurance will provide: 1.

That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY. 2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned. 3.

That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.
v. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement.

General Liability:
i. The LOCAL AGENCY, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. Thisrequirement does not apply to the professional liability insurance required for professional errors and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects the LOCAL AGENCY, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the LOCAL AGENCY, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the LOCAL AGENCY, its officers, officials, employees or volunteers.
iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the LOCAL AGENCY. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

In the event said insurance coverage expires at any time or times during the term of this

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 21
AGREEMENT, CONSULTANT agrees to provide a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.

Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the LOCAL AGENCY before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees.

B. CONSULTANT agrees that the insurance herein provided for,shall be in effect at all times during the term of this contract. In the event said insurance coverage expires at any time or times during the term of this contract, CONSULTANT agrees to provide at least thirty (30) days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the contract, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this contract upon occurrence of such event.

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only, if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that ifsufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended only by mutual written agreement of the parties.

B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’S Contract Administrator.

C. There shall be no change in CONSULTANT’s Project Manager or members of the Project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’S Contract Administrator.

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 22

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after fortyfive (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and Parks and Public Works Director, who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the Project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction Project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the Project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices,

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ITEM NO. 11.

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession.

Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other Project except the one detailed in this Contract.

Any reuse by City for another Project or Project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

Consultation or testimony will be reimbursed at the same rates, including travel coststhat are being paid for CONSULTANT’s personnel services under this AGREEMENT.

C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to

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ITEM NO. 11.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

E. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the contract record.

ARTICLE XXXI PROMPT PAYMENT FROM THE LOCAL AGENCY TO CONSULTANT The LOCAL AGENCY shall make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the contractor, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied.

Upon receipt of a payment request, the LOCAL AGENCY shall act in accordance with both of the following:
1) Each payment request shall be reviewed by the LOCAL AGENCY as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request. 2) Any payment request determined not to be a proper payment request suitable for payment shall be returned to CONSULTANT as soon as practicable, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper.

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 25

ARTICLE XXXII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT: Natalina V. Bernardi, PE
(NAME)
ATTN: Jaggi Bhandal
(Project Manager)
1730 N. First Street, Suite 600
San Jose, CA 95112
(ADDRESS)
LOCAL AGENCY: Parks and Public Works Department
ATTN: WooJae Kim, Town Engineer, Contract Administrator 41 Miles Avenue
Los Gatos, CA 95030

ARTICLE XXXIII CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMENT constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the signatures below.

ATTACHMENTS:

EXHIBIT A – SCOPE OF SERVICES
EXHIBIT B – CONSULTANT’S COST PROPOSAL
EXHIBIT 10-O2 - Consultant Contract DBE Information

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF Agreement for Consultant Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project # 19-818-0803 Page 26
____________
_________________
Robert Schultz, Town
_____________
Attest:
5/20/2021
Laurel Prevetti, Town Manager
5/12/2021
Signature
5/18/2021
Attorney
5/20/2021

ARTICLE XXXIV SIGNATURES
Recommended by Department Head:
5/13/2021
Matt Morley, Parks and Public Works Director
IN WITNESS WHEREOF, THE LOCAL AGENCY AND CONSULTANT HAVE EXECUTED THIS AGREEMENT.

TOWN OF LOS GATOS by:

CONSULTANT by:

Natalina V. Bernardi, Principal / Vice President
Printed Name and Title
Approved as to Form:

Shelley Neis, CMC, Town Clerk

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project #19-818-0803
1 BKF ENGINEERS

PROJECT SCOPE OF SERVICES
PHASE I - ENGINEERING DESIGN SERVICES AND ENVIRONMENTAL CLEARANCES:

The BKF Team will provide all design services, including but not limited to: Project management; preliminary engineering; environmental studies and clearances; utility coordination and right-ofway; permits and coordination with other agencies; surveys and mapping; geotechnical investigations and reports; structural and final design and development of all contract documents; bid support and obtaining the authorization to proceed to construction from Caltrans for the Highway 17 Bicycle and Pedestrian Overcrossing Project as more specifically described as follows.

Where appropriate professional engineer shall sign all plans, specifications and estimates and engineering data furnished under the scope of services, including registration number. • Task A.1 Project Management - The BKF Team will provide the necessary Project coordination, administration, management and interfacing with the Town, Caltrans, and other internal/external stakeholders to achieve Project objective. The BKF Team will proactively provide direction to the Town regarding the Project tasks necessary to deliver the federally funded Project consistent with Caltrans permitting requirements and federal reimbursement requirements. The BKF Team will be responsible for Project management activities throughout the life of the contract. The scope of these activities includes, but is not limited to, ▪ provide, distribute, and maintain contact information for all Project team members ▪ coordinate and schedule meetings/conference calls as needed ▪ prepare and distribute meeting minutes
▪ itemize, track, and pursue all Project action items to completion ▪ develop and maintain the Project schedule, report on Project progress ▪ manage Subconsultant activities to remain on schedule, ▪ supervise, coordinate, and monitor design for conformance with all current applicable design standards from the Town, AASHTO, Caltrans Design Standards and Specifications, California Building Code, and any affected utilities ▪ supervise, coordinate, and monitor the design for conformance with permit requirements from Caltrans, VTA, and utility companies
▪ conduct field reviews as needed
▪ prepare and track Town’s submissions to Caltrans
▪ provide internal quality control checks and document quality control actions conducted for the Project
▪ conduct cross-checking to avoid potential conflicts between various subconsultant’s work ▪ develop Project filing and record keeping system for Project files for a period of 5 years ▪ develop a list of Project stakeholders for coordination during Project design ▪ assist the Town with grant funding pursuits for project construction. BKF understands that the Town will lead these funding pursuit efforts, but will provide minimal support (project information, exhibits, etc).

Deliverables: Meeting minutes, schedule, progress reports, action item logs, tracking spreadsheets, Caltrans submissions and other items resulting from the BKF Team’s Project management duties
• Task A.2 Data Collection and Review - The BKF Team will obtain and collect data as needed to develop general Project design concepts and related activities needed to establish the parameters for final design, such as, existing topography/geometrics, grading and drainage considerations, geotechnical/retaining wall considerations, structural engineering and proposed bridge structure, ADA considerations, extent of required demolition activities, construction phasing/staging, environmental and future maintenance considerations. The scope of these activities includes, but is not limited to, (items to be provided by the Town or items on the Town’s Project webpage are as indicated below). ▪ Complete an extensive site review/existing conditions assessment of the Project area ▪ Collect and review existing background information regarding the Project including:
➢ Town’s adopted Bicycle and Pedestrian Master Plan and Update (see Attachment 3) ➢ Highway 17 Bicycle and Pedestrian Overcrossing Feasibility Analysis (see Attachment 3)

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project #19-818-0803
2 BKF ENGINEERS
➢ Funding Agreement between the Town of Los Gatos and Santa Clara Valley Transportation Agency for the Bicycle and Pedestrian Overcrossing Over Highway 17 (see Attachment 3)
➢ Caltrans Local Procedures Manual
➢ Plans for existing utilities in Project area
➢ Development plans for adjacent properties – (Town to provide) ➢ Proposed developments in the Project vicinity (Town to provide) and potential Project impacts
➢ Street improvement plans, including signalized intersections (Town to provide) ➢ Aerial photos and any available mapping, including digitized topography ➢ Survey control data
➢ ROW information, including Caltrans right of way documents, existing easements, etc.
➢ Existing as-built information from the Town, Caltrans, property owners, local agencies, utility companies, and other organizations
➢ Existing Blossom Hill Road Highway 17 Overcrossing bridge structure plans and geotechnical information
➢ Geologic and soil literature in the Project vicinity
➢ Design standards and codes applicable to the Project
➢ Town’s Standard Specifications and Details for Construction, 2010 Caltrans Standard Specifications and Standard Plans, and applicable portions of the MUTCD and California MUTCD, and other controlling design standards as appropriate
➢ Americans with Disabilities Act (ADA) requirements
➢ Connect Los Gatos webpage and Highway 17 Bicycle and Pedestrian Overcrossing Project page
➢ Minutes from Project related community meetings
▪ Based on existing conditions and Project objectives, determine required permits and permit requirements necessary for successful completion of Project and review permit applications and requirements
▪ Based on the data collected and site evaluations, review the preliminary layout as presented in the feasibility study, verify assumptions, and confirm consistency with the Project’s objectives and budget.
▪ Based on information collected, prepare a summary or diagram of existing conditions highlighting any special/potential conditions that may affect the final design (opportunities and constraints diagram)
Deliverables: Video of existing site conditions, listing of all potentially required permits, opportunities and constraints diagram
• Task A.3 Surveys and Base Mapping - The BKF Team will be responsible for data collection, and all mapping and surveying necessary to complete a comprehensive base map and other plans as indicated below. The scope of a comprehensive base map and survey includes setting Project benchmarks and establishing control for Project layout and construction, aerial photogrammetry, design level topographic surveys, identification of all public right-of-way, adjacent parcels, property lines, easements, and existing utility locations. The extent of the topographical surveying and mapping shall extend a minimum of 10’ or more beyond the existing Blossom Hill Road right of way to show adequate conforms to existing conditions and proper future drainage. Existing conditions mapping shall include appropriate data collected in Task A.2.
▪ The BKF Team shall conduct a detailed field survey to review and record existing conditions in the Project area and shall identify any unusual or special conditions that may affect the design or construction of the Project. The field survey for the Project area shall include at a minimum, the location of all existing above and below grade facilities, including but not limited to, roadways, signing/striping, medians, traffic signals and appurtenances, fire hydrants, street lights, retaining walls, sidewalks, curbs, gutters, ramps, SR 17 overcrossing structure including the embankments and structural components, fences, gates, utilities, flood control facilities, waterways, outfalls, trees

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project #19-818-0803
3 BKF ENGINEERS
greater than 6” DBH, and any existing irrigation facilities. ▪ The BKF Team shall review data and survey information collected with proposed Project layout and shall complete physical verification of utility locations in areas of potential conflict. The BKF Team shall obtain all permits and approvals necessary to complete the potholing operations. Results of potholing shall be included on the Utilities Base Map. ▪ Based on the survey and data collected, the BKF Team shall prepare one or more existing conditions base maps, at a scale of 1”=20’ for use in the Project design and community meetings, including
➢ Existing Conditions Base Map
➢ Existing Utilities Base Map
➢ Existing Tree Plan - the BKF Team shall prepare a separate plan showing the location and number of existing trees over 6” DBH, including size, species, and location.
➢ Right of Way Map – showing location of all property lines and easements within or immediately adjacent to the Project area.

Deliverables: Survey data sheets, base map(s) and plans in AutoCAD format– including Existing Conditions Base Map, Existing Utilities Base Map, Tree Locations and Right of Way Map • Task A.4 Stakeholder Coordination and Project Permits - The BKF Team shall identify all Project stakeholders and shall take actions necessary to coordinate Project design with the Town and Project stakeholders. Meetings with the stakeholders, including the Town, Town Council and Commissions, community members, Caltrans, VTA, any affected utilities, and any affected private properties will be included in this scope of work and shall include preparing and providing supporting documents, reports, and exhibits. The BKF Team shall determine the need for permits to allow for the ultimate construction of the Project, including a Caltrans encroachment permit, and any other permits deemed necessary for construction access and staging areas and shall prepare required applications, documents, and reports to allow the Town to obtain the Project permits in a timely manner. Design of the Project is to remain within the existing public and Caltrans right of way, however, the BKF Team will identify any conform or other activities that may need to temporarily take place on private property, and will coordinate with adjacent property owners to obtain clearances for such activities. The BKF Team shall coordination permits necessary for geotechnical drilling operations and USA clearances.

Caltrans Coordination: The BKF Team will take the lead and coordinate with Caltrans and the Town to prepare a Project Initiation Document (PID), Project Study Report-Project Development Study (PSR-PSD), Project Approval & Environmental Document (PA&ED), and final PS&E including all reports and documentation required by Caltrans in order to obtain a Caltrans encroachment permit for the Project. To start the coordination process, BKF will assist the Town in obtaining a Cooperative Agreement with Caltrans to start the PID phase.

The PID shall comply with the Caltrans standard PSR-PDS requirements and will include the overall site plan and typical conceptual cross-sections for the alternatives identified in the feasibility study. The BKF Team will assist the Town in the development of the necessary Cooperative Agreements with Caltrans for the PID, PA/ED, and PS&E phases. The BKF Team will schedule and hold meetings as needed with Caltrans and shall also schedule and hold regular Project team coordination meetings with Caltrans and shall prepare the meeting agendas, minutes, and action items. It will be the BKF Team’s responsibility to prepare, implement and monitor a realistic schedule of the activities necessary, to lead the Town through the PID, PA/ED, and PS&E phases of the Project. BKF will also assist the Town in the execution of a Maintenance Agreement for the proposed project improvements and supporting exhibits necessary to complete the agreement.

Deliverables: Approved PID, PA/ED, and PS&E; Project team meeting agendas, minutes, action item lists, Caltrans encroachment permit for Project construction.

Selection of Preferred Bridge Type: The feasibility study has identified three feasible types of bridge structures for consideration. The BKF Team understands that the Town

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ITEM NO. 11.

DocuSign Envelope ID: 2642225F-8677-4B97-9D9E-6F792416ADEF

EXHIBIT A - PROJECT SCOPE OF SERVICES
May 6, 2021
Exhibit A - Scope of Services
Highway 17 Bicycle and Pedestrian Overcrossing
Project #19-818-0803
4 BKF ENGINEERS
plans to only move forward with the concrete and steel truss bridge options identified in the feasibility study. BKF will develop each concept further and shall assist the Town in the presentation of these two alternatives to the community, the Town’s Complete Streets and Transportation Commission and the Town Council. The BKF Team will lead the Town’s effort to develop a consensus regarding the final bridge type for advancing into the final design process. This process is to take place concurrently with the development of the Project Initiation Document (PID), and shall result in the Town Council’s selection of the final bridge type prior to the completion of the PID phase. The following tasks are anticipated for the selection of the preferred bridge structure:
▪ Prepare a Principal Span Structure Selection Matrix including structure type, anticipated costs, key opportunities and constraints for each bridge type ▪ Define embankments (if any), retaining walls/sound walls (if any), supports, main span and approach structure geometrics
▪ Geometric alignment and clearances, including bridge and approaches with a focus on geometric plans through Caltrans right of way. The geometric design for the bridge and approaches through Caltrans right of way will be developed based on project objectives, the constraints and the Town’s and Caltrans design standards. Adequate detail will be provided so that assessments and evaluations can be made and discussed.
▪ Refine each alternative to show impacts to adjacent properties and relationship to adjacent property lines
▪ Provide diagrams and plans showing the movement of bicycle and pedestrians across the structures and through the adjacent intersections and across bridge structure
▪ Develop additional perspectives for each bridge structure showing:
➢ Viewer friendly plans showing proposed alignment, profiles, and crosssections of each bridge alternative ➢ Visual simulation/view of each bridge structure from both south and northbound SR 17
➢ Visual simulation/view of each bridge from the user’s perspective both east and west bound directions
➢ Potential additional architectural features or opportunities for each bridge type including pedestrian and bicycle railings, lighting concepts, and potential incorporation of public art features.
➢ Landscape and urban design concepts
➢ Refine basic cost estimate for each bridge type
▪ Assist the Town in a community workshop(s) to review bridge types and determine community preference
▪ Assist the Town in presentations to the Parks and Recreation Commission, the Complete Streets and Transportation Commission, and Town Council to determine the final bridge type.

In advance of the 35% phase, the BKF Team will develop Bridge APS submittal for the Town’s and Caltrans review and approval. The team will perform necessary modeling and analysis to support member sizing. The Bridge APS shall be performed in accordance with Caltrans Bridge Memo to Designers 1-8. The APS shall consist of one structure plan sheet showing general structure layout details and estimated cost, preliminary geotechnical memorandum, APS checklists, design memorandum, and itemized cost estimates. There will be no APS sheets developed for the retaining structures unless these walls are very unusual in characteristic and type.

Deliverables: Opportunities and constraints diagrams, visual simulations, plans, profiles, crosssection, meeting presentations, cost estimates, APS.

Community Engagement: With assistance from the BKF Team, Town staff will implement and lead the Project’s Community Engagement Plan. The BKF Team shall develop and implement a robust community engagement process, attend and provide support to Town staff in public outreach efforts, and facilitate community meetings to obtain input on the proposed design. The BKF Team will develop all necessary meeting materials including graphics, presentations slides, handouts, drawings, graphic boards, etc. for each meeting, as

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Los Gatos City CouncilJune 18, 2024

Los Gatos City Council
June 18, 2024